Vilgax: I have come too far to be denied. The Omnitrix shall be mine, and there is not a being in the galaxy that dares stand in my way.

Robot Lieutenant: Their propulsion systems have been destroyed.

Vilgax: Prepare to board. I want the Omnitrix, now!

Ben Tennyson: (looking at clock) Come on. Come on.

Teacher: And I just want to remind you all that I will be teaching summer school this year, and it's not too late to sign up!

Ben Tennyson: Yeah, right. (bell rings) Yes! Outta here!

Teacher: Everyone, have a good vacation, and I hope to see you all again in the fall. Benjamin, could I have a word with you before you go? (holds up Ben's paper airplane)

(Ben frowns and walks over to the teacher's desk)

(Cash and J.T. back Jamie into a tree)

Cash Murray: Normally, we'd take your money and beat you up. But since it's the last day of school, we're going to give you a break. Now fork over the cash so we can get out of here.

Ben Tennyson: Leave him alone!

J.T.: Get lost, shrimp.

Ben Tennyson: I said, back off!

Cash Murray: Oh, looks like we got us a hero. Suppose we don't wanna back off?

J.T.: What are ya gonna do about it, Tennyson?

(The three stare intently, then Ben attacks; Ben ends up hanging from a tree with Jamie)

Jamie: Thanks a lot.

Ben Tennyson: I was just trying to help.

Jamie: Next time you wanna play hero, make sure you can back it up.

Grandpa Max: (drives up) Come on, Ben. Let's go. We're burning daylight. I want to make it to the campsite by nightfall.

Ben Tennyson: Uh, Grandpa, a little help here?

Ben Tennyson: (referring to the camping trip) I have so been looking forward to this! (notices Gwen sitting down at a table) What are you doing here? (to his Grandpa) What is she doing here?

Gwen Tennyson: Take it easy, dweeb. This wasn't my idea. Somebody convinced my mom that going camping for the summer would be a good experience for me.

Ben Tennyson: Grandpa, please, tell me you didn't.

Grandpa Max: I thought it would be fun if your cousin came along with us this summer. Is that a problem?

(Ben and Gwen say nothing)

Ben Tennyson': Aw, I can't believe it. I wait all school year to go on this trip, and now the queen of cooties is along for the ride.

Gwen Tennyson: Hey, I had my own vacation already all planned out, too, you know. (Pulls out her schedule) Each activity is color-coded so I never did the same thing two days in a row. Now, I'm stuck with my geekazoid cousin going camping for three months.

Ben Tennyson: Geek.

Gwen Tennyson: Jerk.

Grandpa Max: Something tells me it's gonna be a long summer.

Grandpa Max: Chow time.

(puts down a bowl of meal worms)

Ben Tennyson: Okay, I give up. What is that?

Grandpa Max: Marinated meal worms. Hard to find them fresh in the states. You know, they're considered a delicacy in some countries.

Gwen Tennyson: And totally gross in others.

Grandpa Max: If these don't sound good, I've got some smoked sheep's tongue in the fridge.

Ben Tennyson: Ugh. Couldn't we just have a burger or something?

Grandpa Max: Nonsense. This summer's gonna be an adventure for your taste buds.

Ben Tennyson: (To Gwen) Okay, I have a half-eaten bag of corn chips and a candy bar in my backpack. What do you got?

Gwen Tennyson: Some rice cakes and hard candy.

Ben Tennyson: Think we can make them last the whole summer?

(Both sulk)

Grandpa Max: Who wants to roast marshmallows?

(no response)

Grandpa Max: Okay, um... How about we tell scary stories?

Ben Tennyson: Scarier than having to spend the summer with your freak of a cousin?

Grandpa Max: Aw, come on, you two. We're all in this together. You can mope around like this all summer, or we can have some fun. Now what do you say?

Gwen Tennyson: I vote for moping.

Ben Tennyson: I'm gonna take a walk. Smell ya around, Gwen.

Grandpa Max: I, uh, think they're starting to grow on each other.

Ben Tennyson: Aw, man. This is gonna be the worst vacation ever. I might as well have gone to summer school. (ball transporter goes over head) Whoa! A shooting star! (transport comes down where he is; Ben screams and jumps out of the way, then goes over to the transport) Looks like a satellite or something. (falls into the crater next to the transport) A watch. What's a watch doing in outer space? (Omnitrix jumps on his wrist) Get off me! Get off, get off!

Heatblast: AAAAAAH! I'm on fire! I'M ON FIRE! Hey, I'm on fire, and.... I'm okay! Check it out; I'm totally hot. [laughs, then looks at a tree] Oh, yeah. Uh-huh. Here it goes! [throws a fireball at it, burning a hole in it] That's what I'm talkin' about. Likin' it. [throws another one through several trees, then realizes his mistake] Wait, STOP! (trees catch on fire) Uh-oh. [tries with no success to stomp out a fire] Oh, man. I'm gonna get so busted for this!

Grandpa Max: Hmm. Ben's been gone a while. Well, I guess he can't get into too much trouble out here.

Grandpa Max: Looks like the start of a forest fire. We better let the ranger station know. Probably some darn fool camper out there messing around with something he shouldn't. BEN!

(as the forest burns)

Heatblast: This would be so cool if it weren't so NOT cool.

Heatblast: I know I look weird, but there's no reason to be scared of-

[Gwen hits him with a fire extinguisher and sprays at him, causing him to cough.]

Gwen Tennyson: I don't know what you are, but you'll stay down there if you know what's good for you. [Heatblast puts her shoe on fire and laughs as she puts it out, Gwen raises her fire extinguisher to hit Heatblast] I warned you!

Heatblast: Don't even think about it, freak.

Gwen Tennyson: [recognizing Ben by the way he talks] Ben? Is that you? What happened?

Heatblast: Well, when I was walking this meteor fell from the sky and almost munched me, except it wasn't a meteor or a satellite, but this cool watch thing that jumped up onto my wrist and when I tried to get it off, I suddenly was on fire, only it didn't hurt when I was accidentally starting this mega forest fire.

Grandpa Max: (running up) Gwen, are you alri... (sees Heatblast) What in blazes?

Grandpa Max: Backfire. Start a new fire and let it burn into the old fire. They'll snuff each other out. Think you can do it, Ben?

Heatblast: Shooting flames, I can definitely do.

Grandpa Max: And you say that this watch just jumped up and clamped onto your wrist?

Heatblast: Hey, this time it wasn't my fault. I swear.

Grandpa Max: I believe you, Ben.

Gwen Tennyson: Think he's gonna stay a monster forever?

Grandpa Max: He's not a monster, he's an alien!

(Heatblast and Gwen stare at him suspiciously)

Grandpa Max: Uh, I mean look at him, what else could he be?

Heatblast: I don't wanna be fire guy forever. How am I suppose to play Little League this fall if I charcoal the ball every time I catch a pop-fly?

Grandpa Max: Don't worry, Ben. We'll figure this thing out.

(the Omnitrix beeps and Ben reverts to human form)

Ben Tennyson: I'm me again.

Gwen Tennyson: Aw, too bad. I liked you better when you were a briquette.

Ben Tennyson: (messing with the Omnitrix) Huh. I wonder what this does.

Gwen Tennyson: (surprises Ben) Caught ya! (laughs)

Ben Tennyson: (mimicking Gwen's laugh) Very funny, like your face.

Gwen Tennyson: Grandpa said not to mess with that thing.

Ben Tennyson: Yeah. So, what's your point?

Gwen Tennyson: Did your parents drop you when you were a baby?

Ben Tennyson: Come on. You can't tell me you aren't a little bit curious what else this thing can do?

Gwen Tennyson: Not in the least.

Ben Tennyson: You sure you're related to me?

Gwen Tennyson: So, what did it feel like going all alien like that?

Ben Tennyson: It freaked me out at first. It was like I was me, but it was like I was someone else. (Omnitrix pops up) Hey, I think I figured out how I did it. Should I try it again? Just once?

Gwen Tennyson: I wouldn't.

Ben Tennyson: No duh, you wouldn't. (activates Omnitrix)

Gwen Tennyson: (referring to Wildmutt) Ew! This thing's even uglier than you are normally! Bow wow, put a flea collar on this mutt. (Wildmutt roars) And no eyes? What good is this one? It can't see. (tries to hit Wildmutt with a stick, Wildmutt jumps onto the RV) Okay. So maybe it's not a total loser. (Wildmutt jumps in front of her) Ew, two words: breath mints.

Gwen Tennyson: (Ben turns into Wildmutt and stalks off) Ben? Get back here. Ben! I'm gonna tell Grandpa that you turned into a freaky animal monster thing and went swinging around the forest when he told you not to! Oh, this is a majorly weird day.

Ben Tennyson: (Referring to the Omnitrix) Look, if I can figure this thing out, maybe I can help people. I mean, really help them, not just, you know, make things worse.

Vilgax: [to Robot Lieutenant] What do you mean it's not there? This battle nearly costs me my life, and you say the Omnitrix is no longer aboard the transport?!

Robot Lieutenant: Sensors indicate a probe was jettisoned from the ship just before boarding. It landed on the planet below.

Vilgax: (To another nearby robot) Go. Bring it to me.

[Ben destroys Vilgax's robot.]

Vilgax: Failure?! Unbelievable! The puny Earth being that is keeping the Omnitrix from me will soon hang on my trophy wall.

Grandpa Max: I was worried that you might get popular with that thing on your wrist. That's why I asked you not to fool around with it until we know what the heck it is.

Ben Tennyson: Sorry, Grandpa, but at least I figured out how to make it work. All you do is press this button, then, when the ring pops up, just twist it until you see the guy you wanna be, slam it down, and - bammo! - you're one of ten super-cool alien dudes.

Gwen Tennyson: What about STAYING a super-cool alien dude and not transforming back into plain old pizza face?

Ben Tennyson: I kinda haven't figured that part out yet.

Grandpa Max: With a device as powerful as that watch clamped on you, my guess is we better help you learn... fast.

Heatblast: I'm here to help. (leads them to stairwell) This way. (staircase collapses) Uh, on second thought, that way.

(Ohhs and ahhs)

Heatblast: I'm sure you all want to thank me personally, but really it's all in a day's work for -- (looks at boy) No way! A gold Sumo Slammer card! (sits next to the boy) Where'd you get it? I've been searching all over for that!

Boy: It was a prize inside a box of Sumo Smack cereal.

(honks horn)

Gwen Tennyson: Yo, super doofus. The fire was just a diversion to cover up a jewelry store robbery. The bad guys are getting away.

Heatblast: (turns to the boy, then back to Gwen) Uh, I knew that.

Grandpa Max: (sniffs something burning) Knew I should have got those asbestos seat covers when I had the chance.

Heatblast: Sorry Grandpa. Can't help it. I'm hot.

Gwen Tennyson: (blasts Heatblast with a fire extinguisher) Ten aliens on that stupid watch and you pick the one with the flaming butt?!

Heatblast: Jealous?

(Gwen Tennyson makes a look and sprays his arm with the fire extinguisher)

Heatblast: (hits criminals' car with a fireball) Strike!

Heatblast: (To robbers) Unless you punks want a permanent sunburn, hands against the wall. You punks picked the wrong day to be bad- (Transforms back into Ben)

Ben Tennyson: Guys.

Robber 1: Huh? What? Hey, it's just a kid! Get the jewels!

Ben Tennyson: (Realizing he's back to normal; sirens are heard in the background) Wow. Time sure flies when you're having fun. I've decided to let you guys off with a warning this time.

(The police arrive)

Police Officer: Freeze!

Ben Tennyson: They're all yours, officers. I know you all want to thank me, but-

Grandpa Max: Ben, now I can appreciate how much this card means to you, but don't you think you're getting a little obsessed?

Ben Tennyson: Maybe you're right, Grandpa. I don't deserve a Gold Sumo Slammer card. I mean, it's not like I rescued a bunch of people from a burning building or anything like that.

Gwen Tennyson: Superhero guilt: pretty low.

Ben Tennyson: Hey, whatever it takes.

Landlord: (knocking on Dr. Animo's door) Yo, Animo. I know you're in there. Open up. (opens the door and walks in, looking at all the animal cages; recoiling at the smell) Phew, smells like a zoo in here.

Dr. Animo: All of my funds go into my research. Now get out! You're disturbing me.

Landlord: Hmm. Looks like you were disturbed long before I got here, pal. Listen doc, you and your furry friends are out on the street, unless you pony up the green.

Dr. Animo: Pony up? Interesting choice of phrases.

Dr. Animo: (to landlord) You must be an animal lover. (takes a frog out of its cage and sets it on the floor) Then you're gonna love this. (puts on Transmodulator)

Landlord: (laughing) What's that? You a member of the moose lodge or something?

Dr. Animo: This is my Transmodulator. Phase number 1: it creates and accelerates mutations at the genetic level. Observe. (activates the Transmodulator, changing the frog into a giant version of itself, the landlord screams as the frog eats him) I'm sorry. I can't hear you. It sounds like you have a frog in your throat. Ah-ha-ha-ha-ha! Or is that the other way around?

Dr. Animo: So close to having what is rightfully mine. All I need is a few lousy components to finish my work.

M-Mart Commercial: So whether you're in need from hair spray to state-of-the-art electronics, you'll find them under one roof at the grand opening of the district's newest Mega Mart.

Grandpa Max: (after Ben finds a giant feather at the museum) Something tells me we're on the right track. Good thinking, Ben.

Gwen Tennyson: Guess even a doofus can surprise you once in a while.

Ben Tennyson: And you should know.

Dr. Animo: You are very persistent. I hate persistence.

Ben Tennyson: We all know about you and your freakazoid experiments, Dr. Animo. It's over.

Dr. Animo: Oh, but, it's only just begun. See, I only needed a few components to push my work into phase 2 -- the re-animation of dormant cells.

Ben Tennyson: (confused) Uh, does this guy come with subtitles?

Dr. Animo: Breathing life into that which has been long since lifeless. Observe. (re-animates mammoth) Behold the genius that is Dr. Animo.

Gwen Tennyson: Now would be a really good time to go hero.

Ben Tennyson: No duh. You guys get Animo, I'll take care of Jumbo. (transforms into Fourarms)

Fourarms: Let's wrestle.

Gwen Tennyson: (computer beeps) Bingo! Five years ago, Dr. Animo was a promising researcher in veterinary science. But it turned out he was doing all these twisted genetic experiments where he was mutating animals, and when he didn't when some big prize called the Verities award, he flipped out. Anything about this sound familiar, Ben?

Grandpa Max: Ben, what's the matter?

Ben Tennyson: I save an entire Mega Mart from being a giant hamster's chew toy, and what do I get? Nothing. It's not fair.

Grandpa Max: Being a hero isn't about others knowing you did something good, it's about YOU knowing you did something good. Being a hero is its own reward.

Ben Tennyson: What? Were you reading the greeting cards at the Mega Mart?

Grandpa Max: Well, yes.

Grandpa Max: (while following giant parrot) Ah, just like the good old days, before I retired.

Gwen Tennyson: So, exactly, what kind of plumber were you, Grandpa?

Grandpa Max: Uh, a darn good one.

Ben Tennyson: (as the giant bird flies off with Gwen) Gwen!

Grandpa Max: (drives up) Somebody call for a taxi?

Dr. Animo: I'd love to stay but I need to claim the award I so richly deserve.

Gwen Tennyson: (dourly as she's being carried off by a giant parrot) "Spend a summer with your grandpa, honey. I'll be an adventure."

Gwen Tennyson: (while being carried by the giant parrot, and reaching for her cell phone) Well, my mom said only use in an emergency. (short pause) I guess this qualifies.

Gwen Tennyson: (shines flashlight at Ben) A perfect dweeb is more like it.

Ben Tennyson: Come on, dive in!

Gwen Tennyson: Please. Who knows what nasty slimy things are slithering around in there? (shines her flashlight on Ben) I rest my case.

Ben Tennyson: Aw, come on! What's the point in camping by a lake if you're afraid to get wet? (splashes Gwen with lake water)

Gwen Tennyson: Aah! Knock it off, midget!

(Ben starts going under the water)

Ben Tennyson: Hey! Something's got me!

Gwen Tennyson: Very funny, Ben. I'm not falling for it. Ben? (a green flash is seen and a large, slimy figure appears from the water. Gwen throws down her flashlight and screams, then the figure comes into view as Fourarms) Ben!

Fourarms: You should've seen the look on your face! Ah, priceless.

Gwen Tennyson: You are so busted when I tell Grandpa!

Fourarms: (taking off the seaweed of him, laughing) I can't believe she fell for it! A monster in the lake! How dumb can you be? [Krakken bursts out of the water and attacks Fourarms]

Gwen Tennyson: (pounding on the bathroom door) Come on, Ben! What did you do? Fall in?

Grandpa Max: Ben, you feeling okay?

Ben Tennyson: Yeah. I'm just keeping an eye out for the lake monster. That thing's not taking me by surprise this time. (a dark figure shows in the distance; Ben points to it) Whoa! There it is! (tree branches with a tub float by) Oh, my bad.

Ben Tennyson: (picking up a handful of worms and showing them to Gwen) Breakfast?

Captain Shaw: It's my business to know about it. (shows Ben a picture of the Krakken) I've been on its tail for years. Folks say my rudders not right.

Grandpa Max: Why doesn't that surprise me?

Captain Shaw: Sightings go back hundreds of years on this very lake. Some say it's a myth. Not me. I could take you to a spot where I personally laid eyes on the beast. That is, if you got the stomach for some real adventure.

(Gwen is relaxing on the dock)

Gwen Tennyson: (to herself) Ah, finally, a little sun. And with my big-mouthed cousin nowhere in sight, I can just lay back and relax. (Captain Shaw's boat is coming closer to the dock) (referring to Ben) How many times does that doofus think I'm gonna fall for this?

(As the Krakken attacks the dock)

Captain Shaw: I knew it! I told ya the beast was real!

Grandpa Max: Sail now, gloat later!

Grandpa Max: Ben, I don't want you to put too much stock into what Mr. Shaw says. I don't think he has both oars in the water... if you know what I mean.

Ben Tennyson: Why? Just because he saw the Krakken, too?

Ben Tennyson: (to Grandpa Max) You're just being stubborn.

Gwen Tennyson: (sarcastically) Yeah. Don't you just hate people like that?

Ben Tennyson: But what about the Krakken?

Jonah Melville: The Krakken? Not that old fish story. Look, I'm a marine biologist and anybody who tells you they've seen a monster in this lake is casting without a hook.

Grandpa Max: (referring to the gelatin mold) Oh, Vera, this is delicious. Now, what are these brown chunks in the mold?

Aunt Vera: Pork chops. And the white part's cauliflower.

(Ben and Gwen were about to eat it, but get grossed out about what Vera said)

Vera Tennyson: So, Ben, what have you been doing so far this summer?

Ben Tennyson: Dealing with alien life forms.

Vera Tennyson: Oh-ho-ho-ho, you.

Ben Tennyson: (places food on Gwen's plate) I am totally stuffed.

Aunt Vera: Ben, would you like some candy?

Ben Tennyson: Now we're talking. (takes piece, then spits it out) Ugh! Coffee, as a candy? Is this some kind of joke?

Ben Tennyson: (closes bathroom door behind him) It's attack of the old people! I gotta get out of here!

Aunt Vera: And this one is a ballentiana. (hands Gwen a large shell) Can you hear the ocean?

Ghostfreak: Loooserrrr...

(Ghostfreak appears behind her)

Gwen Tennyson: (gasps) Ben?

Ghostfreak: (waving to Gwen) See ya, wouldn't wanna be ya.

Ghostfreak: There must be something fun to do around here. (spots golf cart) Hello...

Ghostfreak: (upon seeing an old woman jump up onto the ceiling and snatch a fly in her mouth) Yuck! No way. Ninja old people.

Ben Tennyson: (calling back to Marty) Uh, I didn't see your face suddenly pop on the back of your head! I swear! (to himself) What kind of vitamins are these freaky old people taking?

Ben Tennyson: (in golf cart, dodging Limax attack) Nooooo.

Ben Tennyson: (grabs golf club) Fore! (cuts Marty's hand off)

Ben Tennyson: (running into Aunt Vera's condo) Grandpa! Gwen!

Grandpa Max: Shh... your Aunt Vera is in bed.

Ben Tennyson: Seriously? It's, like, only 6:30. (immediately talks about what happened) Never mind. Listen. This place whole place is way creepier than I thought. First, this old lady runs up a wall, and then munches a fly. Then Marty, that weird next door neighbor, is an E.T. or something with a face in the back of his head and these long, sticky arms, and this body that oozed right through this gate, and--

Gwen Tennyson: Ben, you snuck out. Vera was hurt.

Ben Tennyson: Eh, she's old. She'll forget.

Gwen Tennyson: You know, ever since you've had that watch, you're like a magnet for the weird.

Ben Tennyson: (in a strange voice) You're right. (pretends to be a magnet pointing at Gwen)

Gwen Tennyson: Very funny.

Ben Tennyson: (opens up Vera's refrigerator) Prune juice, prune juice, and, oh, what a surprise, more prune juice. Why does it seem old people were always old?

(Aunt Vera appears)

Gwen Tennyson: Morning, Aunt Vera. How'd you sleep?

Aunt Vera: Just fine. How about you? (grabs Ben's cheek)

Ben Tennyson: Fine, Aunt Vera.

Gwen Tennyson: I made you some coffee. (drops tray of coffee and water) Sorry!

Aunt Vera: (jumps up to avoid liquid) Clean it up! Clean it up right now!

Ben Tennyson: She's totally one of them!

Gwen Tennyson: One of what?

Ben Tennyson: Whatever's possessing these old people. Something or someone's got to Aunt Vera and who knows how many other of the fossils around here.

Marty: What about the young ones?

Aunt Vera: Too chewy. They need to age more before they get nice and tender.

Gwen Tennyson: (to Ben after he, as Wildmutt, gets attacked by an allien) Hey, short, dumb and hairy. Rule one, he's not Grandpa! He's an alien freak. And that leads to rule two, which is we kick alien butt!

Grandpa Max: What we want is for you to take that thing on your wrist more seriously, Ben. It's not a toy. You've got to think when you use it.

Ben Tennyson: I know, but come on! You guys have seen me in action. I'm the baddest Ben in town. I've kicked so much alien butt, my feet hurt. [puts his feet on the table in front of Gwen, who pushes them back onto the floor]

Gwen Tennyson: Yeah, well, one of these days you're gonna screw around and get your own butt kicked! And I hope I'm there to see it!

Ben Tennyson: [smugly] Dream on, geek face.

Grandpa Max: Aha! I think I found the problem. (pulls a pipe from the RV, which has a spike from Diamondhead in it) Leaky fuel line.

Ben Tennyson: Uh... Lucky shot?

Grandpa Max: (looking at the broken fuel line) I should be able to patch it up.

Tetrax Shard: Of course it doesn't. (turning his back to Diamondhead) Its power utilizes alien DNA, which binds to the host's own genetic structure.(Diamondhead sneaks up behind Tetrax) It can not simply be removed like taking off a hat. (Diamondhead attacks Tetrax, who dodges and sends Diamondhead flying)

Tetrax Shard: The Omnitrix is not some toy for your amusement. It's the most powerful weapon in the galaxy, the key to an epic battle between good and evil.

Diamondhead: And whose side are you?

Tetrax Shard: You're still alive, aren't you?

Tetrax Shard: It's disturbing how little you know of this alien's strengths or weaknesses. You've barely scratched the surface of its potential.

Diamondhead: Yeah? So what makes you such an expert?

(Tetrax removes his helmet, showing that he's from the same race as Diamondhead)

Diamondhead: You're... me.

Tetrax Shard: Wrong. I am a noble warrior. You are an impulsive annoyance.

Tetrax Shard: Your choice of warriors is based solely on brute strength without regard for any strategy. Do you ever pause to consider your actions at all?

Diamondhead: Hey, I kick more than my share of alien butt!

Tetrax Shard: (sarcastically) Such as your recent success in the mine shaft with the bounty hunters.

Diamondhead: It was two against one. (starts attacking Tetrax, who easily dodges his attacks)

Tetrax Shard: (still fighting Diamondhead) You were moments away from losing your life, and the Omnitrix. Victory should have been swift and effortless.

(Sixsix yells at Kraab in foreign language)

Kraab: Don't blow a gasket, metal mouth. I know what I'm doing.

(Tetrax grabs Ben, and looks for his board)

Kraab: Looking for this? (holds up hoverboard) You're not getting off this planet with the Omnitrix. And just to be sure...

(Sixsix walks up holding Gwen and Grandpa Max)

Grandpa Max: Hands off!

Gwen Tennyson: Let me go!

Kraab: See, we've decided to work together and split the reward, and you, in half.

Ben Tennyson: What are we waiting for? We've gotta save them.

Tetrax Shard: Don't be foolish. Keeping the Omnitrix secure is the only priority here.

Ben Tennyson: Not to me. That's my family.

Tetrax Shard: You cannot save them. You would soon be overpowered and captured. The obvious choice is for me to retrieve my hoverboard, so that we may leave the planet.

Ben Tennyson: But...

Tetrax Shard: Stay here.

Ben Tennyson: All right. Hero-time.

Grey Matter: (jumps on Sixsix's back) Guess who.

Tetrax Shard: I told you to stay out of my way.

Grey Matter: (ignoring Tetrax) Wonder what would happen if I did this. (pulls nerve cluster, causing Sixsix to go haywire)

(Grey Matter jumps on Kraab's head)

Kraab: Get off me, you tiny, little...

Grey Matter: (reaches inside Kraab's armor) There should be a nerve cluster in here somewhere.

Kraab: (as water tower falls towards him) I hate this planet.

Grey Matter: (after water tower falls) Only one way to beat the desert heat, don't you think?

Ben Tennyson: (Tetrax gives him his hoverboard) Oh man! Are you serious?! Wait...I thought you needed this to get off the planet.

Tetrax Shard: Selective disinformation.

Ben Tennyson: What?

Gwen Tennyson: He lied.

(Tetrax teleports himself away)

Gwen Tennyson: How come you get all the cool alien stuff?

Ben Tennyson: (in a cool-sounding voice) Fits my style.

Gwen Tennyson: (sarcastically) Right. I have something for you, too. (covers Ben's head in sunscreen)

Ben Tennyson: Hey! What'd you do that for?

Gwen Tennyson: Wouldn't want that big head of yours to get sunburned.

(Tetrax exits the Earth and hyperspeeds into space)

Vilgax: Betrayed.

Robot Lieutenant: Sensors indicate the Omnitrix is not with the mercenaries.

Vilgax: It would appear the creature who possesses the Omnitrix is as clever as it is fierce, but I shall not be denied.

Mayor Earl: Some say it might be a ball of lightning come alive. Others think it's static cling run amok. Tough to say.

Gwen Tennyson: Maybe it's an alien.

Mayor Earl: Alien? That's just plain kooky talk.

Grandpa Max: (about Megawhatt) You left that thing inside a rubber-band ball all this time? Isn't that kind of dangerous?

Mayor Earl: Not so long as people minded the signs. (stares at Ben and Gwen)

Ben Tennyson: All right, we did it. We're guilty.

Gwen Tennyson: So much for admit nothing.

Grandpa Max: We're going to talk about this later, you two, but for now, how do we stop this thing, Mr. Mayor?

Mayor Earl: Whatcha mean, "we"? You let it out. You catch it.

(Megawhatt enters inside his pants and gives Grandpa Max a wedgie)

Grandpa Max: That's not funny, just painful.

(Megawhatt laughs)

Ben Tennyson: Don't worry, Grandpa. I know just the hero to deal with a troublemaker like this.

Grandpa Max: Those creeps' idea of good, clean fun is gonna have us all pushing up daisies.

Gwen Tennyson: Don't just stand there, doofus. Dial up some help.

Ben Tennyson: (sarcastically) Duh, like I haven't been trying.

Gwen Tennyson: Why go Upgrade?

Upgrade: It's complicated. You wouldn't understand.

Gwen Tennyson: Watch didn't let you change into what you wanted it to, did it?

Upgrade: Shut up!

Mayor Earl: It eats electricity. The more it gobbles, the more powerful it gets. It's also got a dangerous sense of humor.

Mayor Earl: Is it just me, or is there a lot of excitement today?

Mayor Earl: (monotonous tone) There goes the world's largest toothpicks. Oh, the humanity.

Upgrade: That's it! I'm pulling the plug on this guy's pranks. (picks up sewer lid) Hey, sparky. Catch. (throws the sewer lid, splitting the Megawhatt in half; each half grows into a new Megawhatt) (looking surprised) Okay, so that wasn't the best idea.

Upgrade: Okay, don't touch an electric guy when you're made of living metal.

Gwen Tennyson: Oh, no. It means the Megawhatts are just zipping around underground until they find some way to get back to the surface. (electricity covers all the telephones and they begin ringing)

Grandpa Max: They're in the underground phone lines.

(Megawhatts begin pouring from the telephones)

Waitress: (as the Megawhatts destroy the town) Uh-oh. Now they really did it.

Gwen Tennyson: Ben Tennyson, don't say a word.

Ben Tennyson: Hey, I'm just glad I'm the one who didn't screw up this time.

Waitress: Well, there's something you don't see every day. They brought that planetarium exhibit to life.

Grandpa Max: Come on. We're headed off in the... (sees that the Megawhatts have painted graffiti on the RV) Oh, my.

Ben Tennyson: "U am lame"? That's weak.

Gwen Tennyson: Don't even get me started on the grammar and the spelling.

Mayor Earl: I reckon they'll head for the big hydroelectric dam to power up. After that, they'll just wipe out the next town and so on and so on. They think it's funny. Yep. Megawhatts got a real twisted sense of humor.

(Ben and Gwen see the giant fishbowl)

Gwen Tennyson: (to Ben) You thinking what I'm thinking?

Ben Tennyson: Yeah, beat those pranksters at their own game.

Heatblast: (to Megawhatts) This is your only warning. Knock off the funny business, or I'll fry your twinkling butts.

Heatblast: Missed me, doofus! (blows kisses to Megawhatt)

Gwen Tennyson: Hey, mega-wimps. You wanna see something really funny? You guys are all wet. (sprays the possessed planetarium with a hose, then dodges its attempt to step on her)

Heatblast: (holding a huge fireball) What's the matter? Can't take a joke? (tosses the fireball and destroys the planetarium, the Megawhatts leave the wreckage) You really got burned with that one. You guys should quit while you're behind.

Grandpa Max: Nice touch using the fish bowl. With non-conductive glass sealed up tight, sparky and his pals won't be going anywhere.

Gwen Tennyson: Once again, science saves the day.

Ben Tennyson: With a little help from science fiction.

Ben Tennyson: I think I'm pranked out for a while.

Grandpa Max: There's a time and a place for a practical joke. (Ben looks at Grandpa Max and then opens the RV door, causing a bucket of water to fall on his head) But funny is funny, especially when it's not on you.

Heatblast: Oh great. I need muscle and I get an alien candle instead. If scissors cuts paper, fire melts rock, right? (Gwen shrugs; Heatblast tries to melt the rocks and fails) Okay, definitely not what I had in mind.

Heatblast: Hospital safe.

Gwen Tennyson: But there are people at the bottom of that canyon!

Heatblast: Oh, man. I hate it when you're right.

(Rojo throws Heatblast into a truck and uses her laser cannons to destroy it, taking out an oil truck in the process; Heatblast emerges unscathed)

Heatblast: You want me? I'm right here.

(Rojo tries to attack him, but he dodges and snaps his fingers, igniting the oil; Rojo is sent flying)

Heatblast: See ya.

Vilgax: (in the empty space talking to Rojo) The Omnitrix: where is it?

Rojo: I couldn't get it. And how nice, you didn't tell me I'd be fighting a superhero. I'm through.

Vilgax: (swallows Rojo) You'll get me the Omnitrix, and if you fail again, your meaningless criminal life will be over. Now this time make him come to you.

Ben Tennyson: When I was playing with the watch, I must have led her right to you.

Grandpa Max: Since they've moved me into a new room and you haven't gone alien since then, we're safe.

Ben Tennyson: Yeah, just for this second, but what about tomorrow? It's getting way too dangerous for you guys to be around me. If I didn't have this watch, none of this weird stuff would be happening.

Gwen Tennyson: Yeah, but since it won't come off, there's nothing we can do about it.

Ben Tennyson: Maybe. Maybe not.

Gwen Tennyson: (waking up at the hospital) Ben? Ben? (sees Ben's note and begins reading it) "Dear Grandpa and Gwen, I care about you both too much to keep putting you in danger. It's better this way. Love, Ben."

Grandpa Max: (waking up) Gwen? What is it?

Gwen Tennyson: Ben, you can't run away from us!

Ben Tennyson: Don't tell me what I can or can't do! This is my fight. My weird watch, not yours.

Gwen Tennyson: Yeah, but you're my weird cousin.

(a police tank rolls up on XLR8 and Rojo; XLR8 runs off, leaving the tank to fire on Rojo)

Rojo: (lifting the tank) Nice try, but Speedy's all mine.

(the officers scream and jump out of the vehicle before Rojo destroys it)

XLR8: (as Rojo destroys the police academy) Looks like you got this party started without me. (Rojo then grabs XLR8 and kicks him into a nearby police car)

Rojo: If he wants his Omnitrix, he can have it. This is getting fun. (prepares to blast XLR8)

Grandpa Max: (sniffing the air after being released from the hospital) Ah, it's good to get out of here and get back on the road.

Gwen Tennyson: So, Ben, what happened back there in the gym? It was like you were possessed or something.

Ben Tennyson: I don't know. It was like when I went Upgrade I saw this alien. We were both floating through space and he was talking to me. He looked kinda like he had this octopus on his head. He said I should be afraid. (notices Grandpa Max's dour expression) Grandpa, you look afraid.

Grandpa Max: I'm fine, and you'll be fine, too, as long as we stay together.

Announcer: Step right up and see the famous freak of nature who's strength knows no bounds: Thumbskull! (Thumbskull bends a metal bar on his neck and then tosses it to Frightwig) And presenting Frightwig! When this beauty lets down her hair, no telling what could happen. (Frightwig bends the bar into a circle and places it on an anvil) And last but not least, the freak who's unique skill is as vile as his attitude: Acid Breath! (Acid Breath breathes acid on the bent bar, melting it; crowd gasps)

Gwen Tennyson: Ever since we decided to go to the circus, you've been acting even weirder than normal. What are you scared of?

Ben Tennyson: I'm not scared of anything.

Grandpa Max: Come on, guys. The show's about to start.

Gwen Tennyson: (to Ben) After you.

Announcer: Ladies and gentlemen, children of all ages. The Circus of Laughter is proud to present the sultan of smiles, the crown prince of chuckles, that rip-tickler himself, the star of our circus: Zombozo the clown!

Zombozo: If you love clowns, then this is the place to be. You're gonna die laughing. That's a Zombozo guarantee.

Ben Tennyson: I gotta go... get some popcorn.

Grandpa Max: Is Ben all right?

Gwen Tennyson: You're asking me? I stopped trying to figure him out a long time ago.

Zombozo: I was never very good at math, but I believe I have your undivided attention. Now how about some volunteers? (focuses on Gwen as she laughs) Ah, so full of life... for now.

(Wildmutt knocks down the freaks and then rips the roof off of their car, causing the stolen goods to fall out)

Thumbskull: Hey, that's our stuff.

Acid Breath: No mutt's gonna steal my loot. Get him!

(Acid Breath attacks, but Wildmutt knocks them down again)

Acid Breath: (to Thumbskull) Don't just stand there like a sore thumb. Get the boss!

Zombozo: Laughter truly is the best medicine - for me!

Thumbskull: Uh, excuse me, boss. Excuse me.

Zombozo: How many times have I told you not to bother me while I'm eating?

Thumbskull: Uh, we ran into a bit of trouble.

Zombozo: (after Wildmutt stops the circus freaks) I hear you're full of tricks, little doggy. Let's see if you know how to... play dead. (hits Wildmutt; Wildmutt cowers behind a girder) This isn't a mad dog. It's a scaredy cat! Bring the curtain down on this little sideshow.

Ben Tennyson: Yeah. (laughs nervously) Who would be afraid of a silly old clown?

Grandpa Max: Ben, what's bothering you?

Ben Tennyson: Promise not to laugh? I'm afraid of clowns. They just creep me out. Oh, I'm such a loser.

Grandpa Max: Everybody's got their own crazy fear, Ben. When I was a boy, I was afraid of heights. Enough was enough, and I climbed to the top of the water tower. Sometimes you've got to scare the fear out of you. (collapses)

Ben Tennyson: Grandpa! (grabs the wheel)

Frightwig: (hearing a falling crate) Looks like we got somebody who wants to see the show without buying a ticket.

Ben Tennyson: (trying to activate Omnitrix) Ugh. Never make this easy, do ya?

Thumbskull: (hearing the Omnitrix activate) What's that noise? (Upgrade blows up some crates and walks up, having merged with an automatic ball-thrower) I don't know what you are, but I'm gonna tear you apart.

Upgrade: You wanna play hardball? Game on. (fires baseballs at Thumbskull)

Upgrade: Didn't your mom ever tell you it's not polite to spit?

Acid Breath: Who do you think taught me in the first place?

Frightwig: (blocks Upgrade's baseball attacks) That all you got?

Upgrade: Just warming up, lady.

Upgrade: (after defeating freaks) Strike three!

Upgrade: [getting ready to go inside and face Zombozo] You can do this. Okay. He's just a guy with a red rubber nose and some makeup. Nothing Upgrade can't handle.

[Omnitrix powers down]

Ben Tennyson: [yelling at the Omnitrix] Whose side are you on, anyway? (walks up to House of Mirrors and is scared by his reflection) Oh, great. (to himself) Now you're afraid of your own reflection.

Zombozo: Hiya, son. Something tells me you'd be a barrel full of laughs. (Ben continues walking; Zombozo's face replaces his in the mirrors) Hey, Mr. Serious. How about a smile? (Ben is taken into a nightmare world by Zombozo) What's your story, morning glory? Was that your mutt that gave my freaks such frowns? How about that weird blob outside? Do they work for you, or are you some kind of freak?

Ben Tennyson: I'm not a freak. (swings through the nightmare world, eventually ending up on a spider web)

Zombozo: (in the form of a spider) Come on, kid. You've got to learn to loosen up. Laugh a little. It's what keeps me going.

Zombozo: Now don't tell me you're afraid of old Zombozo.

Ben Tennyson: What do you want?

Zombozo: Only what every clown worth his floppy shoes wants: to make people laugh, then drain their positive energy like a sponge in a pool party. Is that so wrong?

Ben Tennyson: Is that the machine you use to suck the happiness out of your audience?

Zombozo: I call it the Psyclown. Clever, eh? Soon I'll be taking my act to the big cities. Millions of people laughing for me. Feeding me. Making me stronger.

Ben Tennyson: I want my cousin back!

Zombozo: Cousin? Oh, didn't you hear? She ran away with the circus. (shows Gwen lying on the ground)

Ben Tennyson: [turning into Ghostfreak] Oh, you're funny. But I'm gonna get the last laugh!

(Ben's fork hits a waitress; she throws a glass into the air; the glass catches in the chandelier and spins it; the glass is tossed into the kitchen and hits a cook; the cook stumbles and runs into a tray with a bowl of live crawfish on it; the tray rolls into Ben and Gwen's table; the bowl lands on Ben's head)

Gwen Tennyson: (taking the last crawfish) Okay, now I'm full.

Ben Tennyson: (looking at live crawfish) But they're not- (crawfish crawls into his nose) Ahh!

(Gwen and Grandpa Max laugh)

Grandpa Max: Heh, you know, in all my travels, I never actually saw a crawfish climb in someone's nostril until today. (chuckles)

Ben Tennyson: (fake chuckle) Glad I could make your day, Grandpa.

Gwen Tennyson: By the way, thanks again for the charm. I feel like I should get you something in return. (goes to a hot dog vendor) One, please.

(Gwen throws a basketball over her back, which misses the basket entirely, bounces off the top of an RV, is flung back into the air by the antenna on it, strikes a telephone pole twice before rolling down the wire, and slowly falls into the basket)

Gwen Tennyson: Nothing but the bottom of the net again!

Ben Tennyson: Okay, we are definitely not playing horse.

Gwen Tennyson: Give me the ball.

Ben Tennyson: Not until you tell me how you did that.

Gwen Tennyson: What can I say? I'm charmed. (holds up charm) It's like every time it glows, everything goes my way.

Reporter: (on television) An exclusive, on the scene interview with our city's very own-

(camera switches to Gwen)

Lucky Girl: -Lucky Girl!

Gwen Tennyson: I cross-referenced the Archamada Book of Spells with dark magical charms, and look. It's part of a set called the Charms of Bezel. This charm is luck. There are also charms for fire, levitation, reincarnation.

Ben Tennyson: Whoa! Those are the charms Mr. Freak at the museum wore when XLR8 kicked his butt.

Gwen Tennyson: That's why he wanted the Book of Spells. But it says all the Charms of Bezel must be used for the spells to be at their full power. Oh well, his loss is my gain.

Grandpa Max: I'm afraid more like was. We need to turn that charm into the museum.

Ben and Gwen: No fair! Not before I...

Ben Tennyson: ...try it.

Gwen Tennyson: ...use it again. The world needs someone with the power of Lucky Girl.

Ben Tennyson: Newsflash. I'm the only one with powers.

Gwen Tennyson: Well, you can make that "one" a "two" now.

Ben Tennyson: All that stuff you did it's not you, it's that charm.

Gwen Tennyson: It's not you either, it's that watch.

Ben Tennyson: You're just jealous of me.

Gwen Tennyson: Am not!

Ben Tennyson: Are too! Times ten!

Announcer: (on the radio) And in the news of the weird, reports are coming in that the city's famed haunted history mansion has come alive, trapping dozens of visitors inside.

Ben and Gwen: Grandpa!

Grandpa Max: On it.

Lucky Girl: Back off! I'll handle this.

Ben Tennyson: I'm the real hero here.

(inside the haunted house, everything is moving on its own)

Hex: (standing by a window) I knew you couldn't resist, Lucky Girl

Woman: I'm afraid of heights!

Man: Everything is gonna crash down.

Lucky Girl: Everyone, stay calm. Lucky Girl's in the haunted house. (runs off to help them)

Grey Matter: Actually, I don't know myself. And if I did, I wouldn't tell you!

Grey Matter: Take a picture, it'll last longer!

Gwen Tennyson: (looking at Howell's photo of Grey Matter on his phone) He looks so sad. They can't torment Ben like that, only I can torment Ben like that!

Grandpa Max: (takes the cell phone and looks at the call history) If we can get a reverse trace on that number, we should be able to get an address.

Gwen Tennyson: Grandpa, there's a sneaky side to you I'm totally starting to appreciate.

Gwen Tennyson: [answers the phone] Hello?

Grey Matter: Gwen, it's me.

Gwen Tennyson: Ben? You're still Grey Matter?

Grey Matter: Yeah, the watch still won't work.

Gwen Tennyson: Where are you?

Grey Matter: Uh, there appears to be a mountain peak 13.2 miles due West with a vertical angle at 45 degrees.

Gwen Tennyson: Brainiac, how about a street?

Grey Matter: Oh, yeah, it's Ripley.

Grey Matter: Great, a thousand people at the water park, and the UFO freak spots me. (hears cat) Wait, this could work. [taunting a cat] Here, kitty, kitty. I taste just like chicken.

Grey Matter: [talking to the Omnitrix] What is your malfunction? Probably something stupid like the DNA splicing replicator copying a fragment of amino acid sequence. [pauses as Ben's mind starts to catch up] So this is what it feels like to be smart.

Grey Matter: [after being chased by Howell falls into water comes up to breathe] Ahh, fresh air. [looks around and notices that he is in a toilet bowl] this is so gross.

Grey Matter: (coughs; sarcastically) Something tells me you're the type of guy who has a lot of friends.

Howell Wayneright: Who needs friends when you'll have the fame I'm about to have?

(at Howell's house)

Gwen Tennyson: Wanna ring the doorbell?

Grandpa Max: I'll knock... hard. (kicks door down)

Grey Matter: I have a bad feeling about these guys.

Howell Wayneright: That's because you're the one in the cage, and I'm not.

Howell Wayneright: What? What? Where are you taking him?

Enoch: Our scientists have a few tests to run.

Grey Matter: Yeah, but honestly, I've never been very good at tests! Nor quizzes for that matter.

Howell Wayneright: I found him. He belongs to me!

Enoch: He's OURS now. And you just became disposable.

'Gwen Tennyson: This isn't a house, it's a fortress. Are they having a masquerade party here or something?

Grandpa Max: They call themselves The Organization, a well financed secret society dedicated to collecting alien technology. (Gwen stares at him strangely) Uh, hey, when you've been around as long as I have, you pick up a few things.

Grandpa Max: (lands on floor; to henchman) Hi there. (kicks henchman)

Grey Matter: (strapped in for an autopsy) Uh, don't bother with the slice and dice. Trust me, I'm just as grey on the inside as I am on the outside!

Upgrade: (uses a positronic blast to blow up the trunk of the thug's car, causing money to fly out) Some people just can't hang onto their money. (forms a spike on a wheel and pops one of the tires of the thug's car, causing the car to crash)

Thug: (noticing that Upgrade bike has no driver) No way!

(Upgrade burns rubber in front of the thug, covering him in smoke)

Upgrade: (spots an ice cream truck) Well, I did just nab the bad guy. (unmerges with the motorcycle and opens up the truck) Now we're talking!

Ben Tennyson: Ouch! Oh, man, just when I thought it couldn't get any worse.

Grandpa Max: Here, this'll help. (gives Ben a glass)

Ben Tennyson: (smells medicine) Ew! Yuck!

Grandpa Max: Don't worry. It smells worse than it tastes, or is that the other way around? It's not just you I'm worried about. It seems like your bug has spread to all your aliens, as well. No telling how it'll affect them.

Ben Tennyson: (drinks medication) That was so grim.

Grandpa Max: Don't worry. After ten or so doses, you'll start to get used to it.

Ben Tennyson: Oh, I don't know what's worse, the cold or the cure.

Gwen Tennyson: Got it. Bug guy said something about knocking down his apartment building. Well, the only apartment downtown left for demolition is at 8610 Chester Street.

Clancy: Black widows. You shouldn't make any...sudden moves. Our grandfather built this building. We grew up here, me and my little friends. They're the only ones who understand. And no one is evicting us!

Gwen Tennyson: (about Clancy's apartment building) Nice place to visit, but I wouldn't want to live here.

Fourarms: You want to be king? Get ready to be crowned! (Clancy summons fire ants, which start swarming up Fourarms' legs) Aaagh! Ants! In my pants!(stumbles about the room while trying to scratch the ants, breaking the support beams as he does)

Grandpa Max: (thinking; staring at nuclear power plant) Only one way to exterminate a whole city.

(in the RV)

Ben Tennyson: Turn on the heat, Grandpa. It's freezing in here.

Grandpa Max: It's already on, Ben. But you're shaking like an earthquake. Gwen, get him another dose of my San Ju Yen Pien.

Ben Tennyson: (gasps) N-No! I mean, I just finished it off. All gone. I'm sure it's gonna start working any minute now.

Gwen Tennyson: (looking up info on her laptop) Wow, listen to this. Ants can lift ten times their own body weight, grasshoppers can leap one hundred times their length, and cockroaches can hold their breath for over an hour.

Ben Tennyson: We don't need their resumes. We need to know how to squash them.

Gwen Tennyson: Duh. I'm saying insects are pretty tough little suckers. Short of another ice age or a tanker full of pesticide, looks like holding a bug barbecue is our best option.

Ben Tennyson: And I know just the chef.

Clancy: Came for a front row seat?

Ben Tennyson: This place goes nuclear, you're going to wind up blowing along with the rest of us.

Clancy: We don't think so. (cockroaches form a suit around Clancy) When the reactor goes super-critical, we'll be snug as bugs in a rug.

Gwen Tennyson: Of course! Scientists think cockroaches are the only things that would survive the blast.

Ben Tennyson: So the guy's gonna wear a bug suit to protect himself from the meltdown?

Heatblast: We don't have time for you to diss me. You guys shut down the reactor. I'll take care of bugsy.

(Gwen and Grandpa Max run passed Clancy)

Clancy: You can't escape us. (sends wasps to chase them)

Heatblast: That's it! Time to turn up the Heatblast around here! (tries to make a fireball, but sneezes and nothing happens) Hey! What happened? You should be a bunch of briquettes by now! (realizes) My cold! It froze my flames!

(Clancy punches Heatblast)

Grandpa Max: (hears wasps) Uh-oh. Remember the old expression: mean as a hornet?

Automated Voice: Meltdown in five minutes.

(Gwen and Grandpa Max find a hose and spray the wasps)

(Gwen and Grandpa Max are in the reactor room)

Automated Voice: Core temperature critical. Meltdown in one minute.

(Heatblast freezes one of Clancy's bug arms; it falls off and grows back; Clancy tackles Heat Blast and they fall into the reactor room)

Gwen Tennyson: Grandpa, I can't hold these bugs off much longer.

Automated Voice: Meltdown in thirty seconds.

Heatblast: Somebody call for a hero?

Gwen Tennyson: I don't get it. Since when are YOU an automatic ice cube maker?

Heatblast: Eh-heh. I guess for some aliens getting a cold isn't just an expression.

Heatblast: Thanks, heh heh. Now, can we please get some hot chocolate or something? (sneezes)

Ben Tennyson: Bad guy's on ice, the reactor's chillin', and I think, aah, that steam knocked out the last of my cold.

Grandpa Max: Don't you just love it when everything works out?

Gwen Tennyson: (spots a cockroach; prepares to step on it) Sorry, Mr. Roach. This is going to hurt you a lot more than it's going to hurt me. (bugs begin crawling over every surface) Ahh! Company! Lots of company!

(the RV stops; Clancy walks in)

Clancy: We didn't appreciate that cold shoulder you gave us in the power plant.

(Grandpa Max tries to attack him; Clancy tosses Grandpa Max into the front of the RV)

(Ben tries to activate the Omnitrix, but can't)

Gwen Tennyson: I thought you turned Mr. Bug into a snow cone.

Ben Tennyson: He must have thawed out. (still can't activate Omnitrix) Oh, man, we're on our own. Any ideas how to get rid of them?

Gwen Tennyson: Ugh, not unless you got a six-foot candy bar to tempt them with.

Ben Tennyson: Nope, but I have the next best thing. (Clancy grabs Grandpa Max) Come and get it! (is holding Grandpa Max's cold medicine; all the insects flock to it)

Clancy: What's happening? Stop!

Ben Tennyson: (tosses jar out the window) Fetch!

(all the insects follow the jar; Clancy laughs nervously; Grandpa Max punches him out of the RV)

Gwen Tennyson: Good. That guy was really starting to bug me.

Grandpa Max: I'm calling the police. I'll be right back.

Gwen Tennyson: (sneezes) Oh, no.

Ben Tennyson: Hey, what do you know? Everything really did work out after all.

Announcer: We're live on the scene of a high-speed police pursuit of an armored car stolen earlier today from the federal reserve in Denver. It is believed the thieves also have a hostage. (a large diamond grows from beneath the ground and disables the car; the criminals get out with their hostage and one fires on police; Diamondhead emerges from the smoke) Wait. What's this? (Diamondhead slices through the criminal's gun; he runs and is lifted up by a pillar of diamond) Yes, it looks like we have another alien sighting. (the other criminal walks out with his hostage; Diamondhead forms a spike with his hand; the criminal surrenders) We don't know where these strange creatures come from, but they seem to be here to help.

Vilgax: A child. I should have suspected as much. The Omnitrix being used as a play toy!

Ben Tennyson: Hey, I saved a lot of people by going hero.

Vilgax: You hold the key to a power struggle so ancient, so vast, it is beyond your feeble comprehension. Picture an entire army, each in command of an Omnitrix at my command, I will be invincible. I will rule the universe. And the only thing standing between me and my destiny is you.

Ghostfreak: (searching the empty RV) Grandpa? Gwen? (passes through the back and stops) No!

(Vilgax holds Gwen and Max as Ghostfreak transforms into Wildmutt and roars)

Vilgax: It's your choice: you or them. (Wildmutt surrenders, and Vilgax drops Gwen and Max and deactivates the Omnitrix and grabs Ben) How noble.

Gwen Tennyson: (when they reach Mt. Rushmore) I don't think tourists are allowed on this road.

Grandpa Max: We're not tourists, we're "tenants."

Gwen Tennyson: (inside Mt. Rushmore) That's it! I am not taking another step until you tell me what's going on! Why aren't we helping Ben? What is this place? And how do you know that alien guy who's after Ben?

Grandpa Max: Well it's kind of complicated. But let's just say... (pulls out a huge weapon) ...I wasn't exactly your normal plumber before I retired.

Grandpa Max: This weapon is keyed into Vilgax's biosignature. Hopefully it will take him down for good this time.

(Grandpa Max smiles and activates a control, causing the bumper of the RV to open up; the RV goes much faster and they jump to the ship; Gwen screams)

Vilgax: Prepare for takeoff. Once we're in orbit, I will finally have the pleasure of destroying this miserable planet once and for all.

(Vilgax prepares to remove Ben's arm, but stops when he hears honking; the RV comes crashing through the wall and hits Vilgax; Grandpa Max climbs out carrying his weapon)

Alarm Voice: Warning. Hull breach. Power surge.

Grandpa Max: Claws off my grandson, Vilgax!

Ben Tennyson: Grandpa?

Vilgax: Tennyson. [Grandpa Max hits Vilgax with an energy blast]

Ben Tennyson: Grandpa? [about Vilgax] You know this guy?

Grandpa Max: It's a long story.

(the cylinder extracting power from the Omnitrix begins to spark; Ben starts transforming into aliens at random)

XLR8: Hey

Diamondhead: What's going-

Wildmutt: (roars)

Grandpa Max: The power surge must have affected the watch.

(Wildmutt transforms into Forearms and breaks free of his restraints)

Gwen Tennyson: Look out!

(robot drones start attacking them)

(Fourarms tries to attack the robot drones, but transforms into Ghostfreak)

Ghostfreak: Oh, man. (transforms into Grey Matter as a drone passes through him and Grey Matter starts taking apart the drone)

Grey Matter: [inside one of Vilgax's drones] A little alien know-how and the toaster is toast.

(jumps onto another drone and transforms into Upgrade)

Upgrade: (merges with the drone) Try picking on someone your own size. (destroys most of the remaining drones)

Grandpa Max: I've got to get this ship under control! (runs to control panel)

Upgrade: He can fly a spaceship?

Gwen Tennyson: At this point, nothing surprises me.

(Vilgax tosses Grandpa Max near the hull breach he cause earlier)

Gwen and Upgrade: Grandpa!

Vilgax: [presses his foot against Grandpa Max] Your weapon won't help, Tennyson. As you can see, I'm much stronger than our last encounter.

Upgrade: (screaming) No! (tackles Vilgax through the hull breach)

Gwen and Grandpa Max: Ben!

Heatblast: (destroys four of Vilgax's drones) Hey, why don't you pick on someone with real firepower? (the remaining drones surround him) Oh, man, I didn't mean all at once. Why do I get the feeling you were expecting me?

Vilgax: (finding that Grandpa Max has set his ship to self-destruct) TENNYSON! You are the thorn in my side.

Ben Tennyson: (shoots Vilgax in the back with a smirk) Guess it runs in the family.

Grandpa Max: And then, kablamo, no more Vilgax. Or so I thought, until today.

Ben Tennyson: Whoa, you were a hero?

Grandpa Max: I was just a guy doing a job.

Gwen Tennyson: Excuse me, but exactly what was that job?

Grandpa Max: We called ourselves "the Plumbers". Officially, we didn't exist. We dealt with the problems no-one else could. Extraterrestrial, extrasensory, extraordinary.

Ben Tennyson: So all this time I've been going hero, I've really been following in your footsteps. I'm a Plumber in training!

Gwen Tennyson: And you knew about the watch the whole time?

Grandpa Max: Not really. Just rumor and scuttlebutt. I was surprised as you guys when it turned up on Ben's wrist.

Gwen Tennyson: You always told us we could tell you anything, Grandpa. Guess you didn't feel the same.

Ben Tennyson: (as emergency vehicles pass them) All right! Could be a chance for The Plumbers to go back to work.

Gwen Tennyson: (groans) You should start by unclogging that hairball from your brain, Mr. Plumber.

Ben Tennyson: Ah, you're just jealous 'cause you're not part of the family business. (sticks his tongue out)

Grandpa Max: There is no "family business." My hero days were over a long time ago.

Ben Tennyson: Well, mine are just getting started.

Ben Tennyson: Time to XLR8! [activates Omnitrix, turns into Ripjaws and looks in mirror]

Ripjaws: Ripjaws!? What a rip-off!

Ripjaws: (turning on a fire hose) Sorry. Just need to moisturize.

Ripjaws: Okay, who's the punk giving us creatures a bad name? (small, red alien creature appears and growls; Ripjaws laughs; small alien throws rock at Ripjaws) You picked the wrong day to be an alien, pal!

Ben Tennyson: (trying to work the Omnitrix) I figured I'd go XLR8 and hit that burger place in Casper to pick up a double cheeseburger with pickles, but it looks like I'm stuck here.

Gwen Tennyson: Ben, Yellowstone happens to be one of the coolest places around. Just hang out and appreciate it.

Grandpa Max: Gwen's right. And we can live right off the land. (lifts up a log) Mmm, grub worms. (eats a worm) Full of protein.

Ben and Gwen: (seeing him eat a worm) Ewww.

Grandpa Max: You grill 'em up with a sun-dried tomato paste, and they are...

Gwen Tennyson: (grabbing Ben's wrist and trying to work the Omnitrix) Maybe I can help. I'll take my burger with chili.

Ben Tennyson: I can appreciate that.

Gwen Tennyson: (seeing Cannonbolt flat on his back) Now that's a heroic pose.

Cannonbolt: Real funny. (helped up by Gwen and Max) I can't believe I'm a new hero.

Grandpa Max: And where there's one more - who knows - there could be a hundred more.

Cannonbolt: This alien's gotta go.

(curls into a ball and tumbles away)

Gwen Tennyson: Don't you mean "gotta roll?"

Grandpa Max: Look on the bright side. You're headed in the direction of the meteor.

Leader Alien: Relax. We come in peace.

Gwen Tennyson: That's what they always say right before they blow you to bits.

Enforcer Alien: Hmm. An earthling with attitude. I've heard they exist here in large numbers, or should I say... "did?"

Leader Alien: (spotting Ben as Cannonbolt) And an Aburian Pelarota to boot.

Gwen Tennyson: (whispering to Cannonbolt) At least we know what you are, now.

Leader Alien: We followed The Great One from planet to planet, galaxy to galaxy, after He paid a visit to each and every one of our planets. Notice his technique: the deep burrowing of the appendages into the core of the planet, rotting it from the inside and then ingesting it.

Enforcer Alien: But you're a little far away from home, aren't you?

Cannonbolt: Actually, closer than you think.

Enforcer Alien: Unfortunately there's nothing to go back to. A Great One purified your planet last week.

Gwen Tennyson: He must've snapped his cap. All this for a video game?!

Grandpa Max: I don't believe it.

Gwen Tennyson: Are you demented? Going alien just to get a stupid video game?!

Ben Tennyson: What are you talking about?

Gwen Tennyson: You going Four Arm freaky in front of that store. That's what I'm talking about!

Grandpa Max: Now I'm sure he has a good explanation. Don't you, Ben?

Ben Tennyson: Yeah. I don't know what you're talking about.

Gwen Tennyson: [sarcastically] Oh, sure! Just like you never put an empty milk bottle back in the refrigerator, or you never leave the shower all gunked up, or you never ever leave the toilet seat up in the middle of the night! You never do anything wrong, do you?

Ben Tennyson: [smugly] Sounds about right.

Ben Tennyson: Look, I don't know if some encyclopedia or something fell on your head at the bookstore, but you have no evidence I did anything wrong!

Gwen Tennyson: Oh, no? I'm sure it's just some other four-armed alien going postal in front of a video game store!

Ben Tennyson: In fact, all the alien species in the watch live out in the universe somewhere.

Grandpa Max: That's true. Besides, Ben wouldn't be so irresponsible with his alien powers like that.

Gwen Tennyson: (looking at Grandpa in disbelief) Grandpa, please.

Grandpa Max: All right, maybe you've got a point.

Ben Tennyson: No one's gonna ruin MY aliens' reputation except me.

Grandpa Max: (running out of breath from chasing after Ben) Who said retirement...was relaxing?

Gwen Tennyson: [Talking to Heatblast] Yo, hothead! Back off the fireworks before somebody gets really hurt! Now if you take responsibility on the wacko stuff you have be doing, I'm sure we could help you!

Ben Tennyson: [appearing behind her] Gwen!

Gwen Tennyson: Not now, dweeb! Can't you see I got to deal with- [realizes Heatblast is not Ben] Ben?! S-So who are you?

Heatblast: Me? I'm a hottie. Can't you tell? (tosses a fireball at her)

(Ben transforms into Diamondhead and defends Gwen)

Diamondhead: Now do you believe me? You and Grandpa get everyone else out of here!

Diamondhead: I don't know who you are, but you're giving aliens a bad name.

Lt. Steel: I don't try 'em, kid. I just catch 'em! We'll let the boys at Area 51 figure out who's naughty and who's nice. Chicago, Tallahassee, Barstow, you and your outer space pals have been keeping me real busy, but you're not getting away with it this time!

Gwen Tennyson: (after Ben is found by federal officers) Thank goodness you found him! We were so worried. He's always wandering away. We're considering getting a leash.

Diamondhead: I don't get it. I thought you were drained of all my powers back in the subway in New York City.

Kevin Levin: That's what you get for thinking, Benji. It turns out I absorbed enough of that weird watch energy so I could turn into any aliens inside if I could just concentrated hard enough. Only problem is I only can stay human for a short time. You made me into this freak.

Diamondhead: Like this is my fault? Whose idea was to drain all the powers of the watch? Not mine.

Kevin Levin: (as Heatblast; to Diamondhead) Why don't you cry about it? Or are you gonna run and tell on me to your Grandpa Max or that smart-mouthed cousin of yours?

Gwen Tennyson: Hey, that was a Mega... (the robbers glare at her) ...gulp.

Ben Tennyson: (sighs) When are these losers ever gonna learn?

Grandpa Max: Ben! Get back inside!

Ben Tennyson: Are you kidding me? These guys are a piece of cake, and Fourarms likes icing.

Narrator: Everybody's life is a story. There are the good parts, the bad, the funny, and sometimes the very, very scary. And when we tell a story, we never tell it the same way twice. So, here's one way to tell the story of Ben Tennyson, who one day found himself living a life that seemed to catch him by surprise.

Ben Tennyson: (after finding out the Omnitrix is missing) This is so not happening!

Grandpa Max: Ben! Don't just stand there!

Ben Tennyson: (alarmed) Grandpa, where's the watch?

Grandpa Max: What watch?

Gwen Tennyson: Grandpa, that was amazing!

Ben Tennyson: Amazing? He's been doing that all summer. (referring to Omnitrix) No way did the watch just slip off my wrist.

Grandpa Max: Ben, what are you talking about? When I picked you up, you weren't wearing a watch.

Vilgax: (after watching the Omnitrix's pod fly toward Earth) No one controls the Omnitrix but me!

Ben Tennyson: I'm fine. I've been fine all summer.

Gwen Tennyson: All summer? News flash: this is our first day together.

Ben Tennyson: (seeing Gwen thrown into the building by the robot drone) Ooh! I remember that blast.

Grandpa Max: Whoa. She's good.

Ben Tennyson: So was I.

Camper: What is that thing?

Grandpa Max: That's no thing. That's my granddaughter.

Vilgax: My drones are all destroyed! Whoever has the Omnitrix possesses great power, but now they'll have to deal with me!

Ben Tennyson: (waking up in the RV) Grandpa? Gwen?

(Ben leaves the tent and finds Gwen outside)

Ben Tennyson: Hey, when did you get up?

Gwen Tennyson: I never went to bed. First, I was a high-tech alien and merged with my laptop to triple its processing speed, and then I turned into this water creature to catch us some lunch, then I became this speed alien to go home and pick up these clothes I forgot.

Ben Tennyson: The Omnitrix is a complicated piece of alien technology. It's not about having fun.

Gwen Tennyson: Wanna bet? Follow me, unless you're afraid.

Ben Tennyson: Not!

Gwen Tennyson: (to Ben) Hey, that was a tough spare.

Ben Tennyson: I'm not mad about the bowling.

Gwen Tennyson: So what are you mad about?

Ben Tennyson: I don't know what's worse, that I'll never have the watch again or that you're better with it than I was.

Gwen Tennyson: (cautiously) That's not a big bowling ball, is it?

Ben Tennyson: It's Vilgax, and he's not supposed to be here!

(Vilgax attacks)

Gwen Tennyson: (tapping the Omnitrix furiously) Who should I become next?

Slix Vigma: (watching Fourarms) This human is full of surprises. Bring him to me.

Slix Vigma: (to Fourarms and Kevin) I am Slix Vigma and this is the Megacruiser. Everything on this ship belongs to me, including you.

Kevin 11: Hey! I don't belong to anybody, Slick, you sorry- (gets zapped by the robot pinning him down)

Slix Vigma: I speak, you listen. These eyes see everything on this ship, and these hands control everything on this ship, and I've decided that your... RELATIONSHIP... will make you an entertaining team in the arena.

Fourarms: Team?

Kevin 11: (as the two are shackled) Ow! I'm not goin' around tied to this loser!

Fourarms: You took the words right outta my mouth, freakazoid!

Slix Vigma: Your fates are now linked. If one of you should happen to expire, the shackles will ensure the other does as well. Now, your next opponent awaits. (transports Fourarms and Kevin to the arena with Technorg)

Kevin 11: Nice move, moron.

Fourarms: Give it a rest, Kev. This is BOTH our problem.

Technorg: (to Fourarms and Kevin) There's only room for one champion here: me!

'(Fourarms reverts back to Ben)

Kevin 11: Great! Now I'm stuck with a stupid piece of dead weight! Not for long. (grabs Ben and tries to kill him, but the shackles shock him)

Ben Tennyson: Remember that whole "our fates are now linked" speech? It was only, like, two minutes ago!

Ben Tennyson: (to Kevin) If you combine your powers in combinations, they make up for being weaker. Okay, XLR8's speed plus Four Arms' strength and Diamond Head's invulnerability equals...

Kevin 11: One mean punch!

Slix Vigma: (to Ben and Kevin) Mercy? What a novel concept. (to the crowd) Prepare for galactic hyper-jump. I need to recruit some new blood for our new champions.

Kevin 11: I can't take it anymore! I've got to get off this ship, now!

Alien: The shock collars. They're disabled!

Grey Matter: [emerging from one of the robot guards holding some wires] All it takes is a short circuit, and a little Grey Matter.

Kevin 11: [clearly annoyed about being one-upped by Ben] Ah, get over yourself, short stuff. A monkey could've done what you did.

Grey Matter: [smugly] Then why didn't you?

Technorg: FREEDOM!!!

Grey Matter: That Slix guy said he controls everything on this ship from here.

Slix Vigma: Actually, that's not quite accurate. What I said was these hands control everything on this ship, including them. (guards come into the room and surround Ben and Kevin) Unlike you, they have no problem finishing off their opponents.

Grey Matter: The emergency controls to the escape pods should be here somewhere.

Grey Matter: If we're going down-

Kevin 11: We're going down fighting!

(Kevin and Grey Matter attack the guards surrounding them)

Slix Vigma: (to Grey Matter and Kevin) I told you, these eyes see everything and so will everybody else, but your demise will not be the opening act, theirs will. (points to the other aliens in the arena)

(Kevin picks up Slix Vigma, but Upgrade merges with him)

Kevin 11: What?

Upgrade: I said "wait."

Kevin 11: How did you-?

Upgrade: This guy doesn't just operate the control console, he is the control console! And now I control everything on this ship!

Kevin 11: Well goody-goody for you. Just as long as I'm not tied to your ugly butt anymore!

Upgrade: Need a hand, or six?

Upgrade: (to the other aliens) All of you, take the escape pods back to your home planet!

(aliens scatter to get in an escape pod)

Upgrade: Whoa! I didn't do that, and I can't override it!

Slix Vigma: (fighting Upgrade's control) You don't have as much control over me as you thought.

Technorg: (to Upgrade) We must get to the escape pods before we blast off to the next galaxy.

Ultimos: (presenting a thick book to Ben) This is the Galactic Code of Conduct. Every Galactic Enforcer must LEARN the rules so they may LIVE the rules.

Ben Tennyson: Oh, man. Superhero homework?

Ultimos: Well, the first twelve thousand pages are admittedly a bit dry, but after that...

(alarm goes off)

Ben Tennyson: (speaking about Ultimos, one of the Galactic Guardians, who has succumbed to the toxic-to-his-species effects of a piece of chocolate that Ben gave him as a goodwill gesture) Chocolate is a weakness? You have to admit, that's pretty lame!

Synaptak: (announcing) Galactic Enforcers, engage!

Ben Tennyson: What'd you do that for?

Synaptak: As the leader, I announce our presence with authority.

Ben Tennyson: And let the bad guys know we're here?

Synaptak: What's your point?

Tini: Are you finally going to become a Tetramand?

Ben Tennyson: Not if I can help it. (transforms into XLR8)

Vulkanus: You capes never learn.

Gwen Tennyson: You can annoy ANYONE into action.

Ben Tennyson: It's a gift.

Cannonbolt: Don't know if it's art, but I like it.

Gwen Tennyson: You really mean all that stuff you said to Ultimos about already being part of a super team?

Ben Tennyson: Nah. But who wants to hang with a pack of wackos like that? I'm better off with you guys.

Hex: (to Charmcaster) Now, to find the keystone. The moment of alignment is nearly upon us. (blasts a hole in the wall) Once I have completed the ritual and gained its powers, I shall take my revenge on the one responsible for imprisoning me in this festering sewer!

Fourarms: (after saving a bus full of elderly people from falling off a cliff) It's okay, everybody. Everything's all right now.

Harold: So you're not going to help us off, mister strong man guy? Who raised you, anyway?

Mildred: Oh, be a dear and carry me, would you? My bunions are killing me.

Edith: Your bunions my butt! My new hip's out of whack. I'm first!

Gwen Tennyson: (looking forlornly at her mask) Lucky Girl, I wish you were more than just another Halloween costume.

Ben Tennyson: Sometimes this hero stuff gets way old.

Grandpa Max: You should be proud of yourself, Ben. Those folks would've been in a real pickle without you.

Ben Tennyson: I know. But I'd like just 1 regular summer day where I could just hang out all day long and do nothing. You know, like Gwen.

Gwen Tennyson: I only got to be Lucky Girl for a few hours.

Ben Tennyson: Really? Was that it? 'Cause with all the bragging you did, it felt like weeks. (laughs)

Stinkfly: Lucky Girl?!

Lucky Girl: Don't even start about me cramping your superhero style.

Stinkfly: Hey, I'm just glad to finally get a little backup. But how'd you get your Lucky Girl powers back?

Gwen Tennyson: (researching her new gemstone) It looks like it's one of the Charms of Bezel.

Ben Tennyson: But you destroyed all those in that cemetery fighting that Hex creep.

Gwen Tennyson: I thought I did, but this is the legendary lost Keystone. It's rumored to increase ten times the powers and the skills of the one who possess it.

Ben Tennyson: [powering up the Omnitrix] Time for Ripjaws to take a dive.

[green flash]

Edwin GrandSmith: What was that?

Gwen Tennyson: [trying to sound innocent] What was what?

[Grey Matter emerges from behind the barrels]

Grey Matter: Oh, man. For once I was better off as me.

Gwen Tennyson: Ugh, I don't know what's scarier, the smell of wet stink, or these aliens.

Edwin GrandSmith: (to Gwen) Where'd your cousin go?

(The camera shows Ben hanging from the tail of a submarine.)

Ben Tennyson: Just hangin'! (Ben waves) Uh, anyone have a ladder?

Donovan GrandSmith: But you know money isn't everything.

Edwin GrandSmith: We changed the family motto, Grandpa?

Donovan GrandSmith: I can't have an employee turned into fish food right before the opening. The press will ruin me.

Donovan GrandSmith: [talking about the window washer who got caught in a power surge] Well, we'll have to triple his salary. But who'd believe him? He says a 6-inch rat with two legs saved him.

Donovan GrandSmith: Aw, Max, it's too bad you didn't take me up on my offer thirty years ago when we were both dead broke. You wouldn't had to spend your life unclogging drains and fixing toilets while I traveled the world.

Grandpa Max: You'd be surprised. Being a plumber CAN have it's moments.

Donovan GrandSmith: The official grand opening's only a week away. Just a few special V.I.P.s like you are getting a sneak peek. Sure beats that old rusty bucket of bolts you sleep in, doesn't it, Max?

Grandpa Max: You sure this was the safest place to build a resort like this?

Donovan GrandSmith: You're talking underwater fault lines?

Grandpa Max: I'm talking more like you're smack dab in the middle of the Bermuda Triangle.

Donovan GrandSmith: Growing up, you always were the worrywart, Max. Never the risk-taker.

Ben Tennyson: He said he's been alive inside the watch this whole time, just trying to get out. That's why I always felt weirded out when I was Ghostfreak.

Gwen Tennyson: We've been at this for hours! If Ghostfreak trashes the campus, I'll never get admitted! (Grandpa Max and Ben give her a look) Not like that is as important as saving all these innocent people.

Gwen Tennyson: How are you planning on bringing Ghostfreak down once we find him? That alien's pretty tough.

Ben Tennyson: (spying a window) Sunlight. He couldn't go into the sun. He had to stay in the shadows.

Gwen Tennyson: What like a vampire? You never had that problem when you were Ghostfreak.

Ben Tennyson: (tinkering with the Omnitrix) Who knows how many other alien hero dudes are inside this thing. I just have to figure out how it works.

Gwen Tennyson: You shouldn't mess around with that thing, Ben. You're just asking for trouble.

Ben Tennyon: Just chill out. I know what I'm doing.

Gwen Tennyson: That'd be a first.

Ben Tennyson: (outside the RV; about the Omnitrix) Oh, man! I am gonna get so busted if anybody sees this.

Grandpa Max: Ben?

Gwen Tennyson: What was that?

Ben Tennyson: (puts his hands behind his back) What was what?

Grandpa Max: What was that noise?

Ben Tennyson: Uh, lightning?

Gwen Tennyson: There's not a cloud in the sky.

Ben Tennyson: Uh, lightning got rid of them?

Ben Tennyson: [after "repairing" the Omnitrix with chewing gum] There. Good as new.

Gwen Tennyson: What's good as new?

Ben Tennyson: I wish I could say your face, but it's the same old one.

Gwen Tennyson: I think the Florida heat has fried your brain.

Grandpa Max: [leading them to some alligator eggs about to hatch] I think you kids are going to enjoy this. It is a rare event.

Gwen Tennyson: You mean like Ben changing his underwear?

(Baby alligators run out of the water and into some grass)

Ben Tennyson: What are they running from? They're alligators.

Ben Tennyson: Dr. Animo! How did...

Dr. Animo: ...I find you? Wasn't difficult to track your alien exploits, when you insist on helping people all the time. You thought you were such a big shot after stopping all my mutated creations, but they were only the beginning. I will not be denied my place in history!

(Ben transforms into Stink Arms)

Grandpa Max: Ben, you're--

Gwen Tennyson: Stink Arms?

Stink Arms: Fourarms and Stinkfly's body? Must be another new alien. Now I can fly and kick butt at the same time. Cool! (Dr. Animo's giant frog attacks him, but Stink Arms tries to carry it) You--You gained weight since last time, or I'm not as strong as I used to be. Aah! (gets crushed by the giant frog)

Gwen Tennyson: So, Ben, why did you turn into some freaky alien combo-platter?

(Gwen, Ben, and Grandpa Max are looking for Dr. Animo)

Gwen Tennyson: We've been at this for hours.

Grandpa Max: We have to keep looking. If the "good doctor" can figure out how to tap into the watch's DNA, who knows what could happen.

Ben Tennyson: I saw that. Go ahead and say it- you know you want to.

Gwen Tennyson: [innocently] Say what?

Ben Tennyson: You know, the big "I told you so" speech about messing around with the Omnitrix, and how you were right all along and if I'd listened to you we wouldn't be in the trouble that we are in right now.

Gwen Tennyson: I didn't say a word.

Ben Tennyson: Yeah, but you're thinking it. Admit it! There's no way I am waiting! Just go ahead and say it now and get it over with.

Vilgax: [after analyzing Kevin] Interesting, your DNA has clearly merged with the Omnitrix just like young Tennyson's.

Kevin: Yeah, thanks for the lesson, professor. Now when do I merge my fist with Ben's face?

Vilgax: After you remove the Omnitrix.

Kevin: Fat chance. I tried.

Vilgax: As have I. But with my expertise and the DNA you share with Tennyson, we can succeed.

Kevin 11: Listen to me, Vilgeek! I don't take orders and I could care less about some stupid watch! I just want revenge on the little twerp wearing it.

Vilgax: Which you stand a far better chance of achieving if he's not wearing the Omnitrix.

Kevin 11: So what are we waiting for?

Vilgax: Patience. We can only track him when the Omnitrix is in use.

(machine starts beeping, showing the Omnitrix has been activated)

Gwen Tennyson: What are you doing?

Diamondhead: Science experiment. I'm trying to figure out which alien can hock the best loogie.[turns into Heatblast and spits a fireball in the river, which explodes into steam when it contacts the water]

Gwen Tennyson: We'll wait here while you get the fire wood so we can make s'mores.

(Ben & Gwen hug)

Grandpa Max: (smiling at them) Now it is so nice to finally see you two getting along. I'll be back in a jiffy.

Ben & Gwen: Great!

Gwen Tennyson: Is he gone?

Ben Tennyson: Yep.

(Ben & Gwen face each other angrily)

Ben & Gwen: This is your fault!

Gwen Tennyson: Grandpa only turns 60 once! (knocks Ben down)

Gwen Tennyson: I had his party totally wired.

Ben Tennyson: You chose his birthday wish?

Gwen Tennyson: And how is he supposed to make one without a cake, that you were supposed to get?

Ben Tennyson: Uh, excuse me. Full-time hero here. When do I have time to go get some dumb old cake? You were supposed to do it. Anyway, it's no big deal.

Gwen Tennyson: For Grandpa it is.

Ben Tennyson: Fine! Play you to see who goes. Rock, paper, scissors; on three!

Gwen Tennyson: You are so on! You always lose.

(Ben & Gwen are playing rock, paper, scissors)

Ben Tennyson: One, two- (an orb appears in the middle of the campsite) Okay, this can't be good. (Gwendolyn flies out of the orb and grabs Gwen) Gwen! (turns into XLR8 and runs into the orb after them)

Grandpa Max: (arriving at the empty campsite) Ben? Gwen?

XLR8: Whoa. "Hero of Heroes: Ben Ten Thousand." Is that really me?

(the statue is suddenly destroyed)

Gwen Tennyson: Like, was you!

Exo-Skull: Hey, Tennyson! Long time no see.

XLR8: Do I know you?

Exo-Skull: Prepare for my revenge.

XLR8: Oh yeah? Well, why don't you prepare to see why they call me Hero of-- (changes back into Ben)

Ben Tennyson: (screams and grunts) Uh...maybe we could talk about this?

Ben Tennyson: Whoa. You're me, right? And it looks like I"m new and improved! This is so cool! That I'm so cool! Did you say headquarters? I have my own headquarters!

Future XLR8: I don't have time for this. (Ben stops him)

Ben Tennyson: So, when can you catch fill me up on my other 9,990 other alien heroes?

Future Vilgax: You think you can destroy me? I analyzed every one of your aliens. Animo programmed their moves into my new DNA. Nothing you can do will surprise me anymore!

Future Grandpa Max: Get your claws off my grandson!

Gwen Tennyson: When did you get that?

Future Grandpa Max: A lot can happen in 20 years. Come on. Let's show him what we Tennysons are made of.

Cannonbolt: [to Future Fourarms about Vilgax] He may know how all your aliens fight, but does he know what Ben Tennyson can do? I hope after all this time, you haven't forgotten too.

Future Vilgax: You're finished; both of you.

Ben 10,000: (human form) Maybe it's time I did start fighting like you.

(Cannonbolt smiles)

Future Vilgax: Teh. Your weak human form? What a novelty.

Diamondhead: Hey, what do you call this guy?

Arcticguana: I don't name.... uh, I don't know. Absolute Zero?

Diamondhead: Bo-ring. How about...Arcticguana?" (short pause)

Arcticguana: Cool.

Future Gwendolyn Tennyson: By the way, that black belt you were wondering about? You got it years ago. And it's come in handy many times.

Future Gwendolyn Tennyson: Look, Gwen, I know your Ben can be a major dweeb, but enjoy him while you can. Now come on. (opens up a portal) The portal's ready, and there's another birthday party you guys gotta get to.

Ben Tennyson: Wait! You never told me the secrets of the watch! How I don't have to go Ben!

Mall Official: This was an isolated incident. The mall is open for business. Shopper safety is our number one priority.

Gwen Tennyson: (to Upgrade) Ben, wake up! You're sleepwalking!

Grandpa Max: It's no use, Gwen, he can't hear you. He probably has no idea what he's doing.

Gwen Tennyson: So what else is new?

(Upgrade turns a clock face into a makeshift helicopter and flies off)

Gwen Tennyson: Time sure flies when you go alien.

Sublimino: (to Upgrade) Who are you? What happened to the guy that look like a "walking chandelier"? Well, who care's as long as you do what I say. Now get out of here before the cops see you.

Ben Tennyson: Hey, I'm not the only alien in the galaxy, you know.

Ben Tennyson: A hero's work is never done.

Grandpa Max: When people fall asleep, they go into what's called a "hyper-dream state". Nothing makes sense in a dream. We'll need to keep you awake and away from people until we can figure out a way to stop your midnight strolls.

[Ben falls asleep on the bench where everyone is sitting; Gwen splashes Ben in the face with a glass of ice water.]

Ben Tennyson: [coughing and sputtering] Hey! What was that for!?

Gwen Tennyson: (with a smug look) Just doin' my job.

[Ben, exhausted, jumps onto the bed and starts to fall asleep. Gwen pulls the covers out from under him, causing him to fall.)

Grandpa Max: Now, just because she wants to follow in her grandfather's culinary footsteps doesn't mean she's weird, Ben.

Ben Tennyson: (sarcastic) Oh, no. Of course not.

Grandpa Max: Ooh, Sea Urchin eggs. Those must have been expensive.

Charmcaster: (In Gwen's body) Not really. I sweet talked them into giving me a deal.

Grandpa Max: (to Gwen) Oh, well, judging from this list of ingredients, whatever you're cooking up is going to be very exotic.

Ben Tennyson: Translation: it'll taste like barf.

(the robbers jump in the truck and drive away)

Charmcaster: (in Gwen's body) My ingredients!

Ben Tennyson: This looks like a job for XLR8 (transforms into Diamondhead)

Diamondhead: Diamondhead? Ah, man, I have a need for speed.

Pinky: So, what are you in for, princess? Wearing your Halloween costume in the summer?

Missy: Ha ha! Good one, Pinky.

Pinky: Shut up! (goes to Gwen-in-Charmcaster's body) Only two rules here. Rule one: I'm in charge, so what I say goes.

Gwen Tennyson: (in Charmcaster's body) And rule number two?

Missy: Obey rule number one... or else.

Gwen Tennyson: (in Charmcaster's body; turns the pages) Body transference spell. So that's how she did it. But why would Charmcaster want to switch bodies with me? Unless she didn't want to switch with me...Ben! She wanted to switch with Ben, that way she could get the Omnitrix.

Missy: Yo, Princess, so what you got there? You've been holding out on us.

Pinky: (stops Gwen) What do you got to say for yourself, Princess?

Gwen Tennyson: (in Charmcaster's body) Ah, just this. FOOD FIGHT!

(throws her lunch at them)

Gwen Tennyson: (in Charmcaster's body) So I don't suppose you guys are going to change your ways and give up crime, are you?

Missy: (laughs) Yeah right! We gotta make up for lost time.

(Pinky and Missy approach Gwen)

Gwen Tennyson: (in Charmcaster's body) I thought you were going to say that. (throws 2 eggs at them and the eggs hatch into 2 stone statues and Pinky and Missy stop and become scared out of their wits as the stone statues grow large and roar at Pinky and Missy and they run into the cops, the stone statues then leave)

Pinky: If I ever see you again, Princess, I'm gonna introduce you to ALL ten of my friends here!

Ugly Server: Sure thing. (puts her finger in her ear) I grew this myself. (puts earwax on Gwen's plate, making her nearly throw up) Make sure you come back for more. (Gwen walks away) Plenty more where that came from.

Ugly Server: And when you finish here, someone gets to buff my bunions.

Pinky: Ha! Small price to pay to see the look on crab trees' face when she fell into that trash can. You're all right, princess. Look, whenever you need anything--

Gwen Tennyson: (in Charmcaster's body) Actually, what I need is to find a way outta here.

Missy: Armed guards in every exit. No way you could have...

(Gwen interrupts by seeing a drain hole)

Gwen Tennyson: (in Charmcaster's body) Hey, I think I found a way out, but we'll need a distraction.

(Yenaldooshi climbs up the mountain, when Wildvine pops out of the ground and grabs it)

Wildvine: Tag. And you're it, Fangface.

(Yenaldooshi bites him)

Wildvine: Ow. So you want to fight dirty, eh? (Goes back underground, dragging the alien werewolf with him, pops back up, with lid over head covering head) Going up. (lid opens and Omnitrix starts beeping red) Oh, not now. (changes back into Ben)

Ben Tennyson: But if you're hanging around Kai or something, could you do me a favor?

Gwen Tennyson: What?

Ben Tennyson: Sort of let it slip how cool I am, you know, that you're lucky to have me for a cousin.

Gwen Tennyson: So, basically, you want me to totally lie?

Ben Tennyson: Well, when you put it that way - SURE!

Gwen Tennyson: Girls can totally sniff out desperation a mile away.

Grandpa Max: So how does Ben unwolf?

Wes Green: The only way to reverse its spell is to stop the Yenaldooshi.

Ben Tennyson: With a silver bullet?

Wes Green: That's in the movies. You must dip a silver pendant in the juice of the arbol del matrimonio cactus and place it against its heart - and we must do it before tonight's full moon or you could remain like that forever, Ben.

Ben Tennyson: (gulps) Forever?

Kai Green: The Navajo also believe that the Yenaldooshi is a god.

Ben Tennyson: You know, a little back hair's not so bad.

[Ben, as Benwolf, dumps raw eggs in a bowl and pours milk, then dives into the bowl, splattering raw egg all over the place.]

Benwolf: Heh heh.... Sorry! [offers a napkin between his teeth] Uh... napkin? [gets out of his seat and runs to the refrigerator] Let's see what else I can wolf down! Get it? Get it??

Grandpa Max: What gives is that I ran out of water in the shower... again. It's your job to keep the tank full, Ben.

Ben Tennyson: I will, just later.

Gwen Tennyson: Sure. The same way you're "going" to make your bed or take out the trash.

Grandpa Max: Well, you're a fine one to talk, young lady. You think those dirty dishes are just gonna wash themselves?

Gwen Tennyson: But it's summer vacation, Grandpa.

Ben Tennyson: Yeah, if we wanted to do chores, we could have just stayed at home.

Cowgirl: (on the radio) Y'all ready for a little fresh air? Want a chance to commune with the animals? You know someone who needs to learn the value of some good old-fashioned hard work? Then sign your whole clan up for a week at Dairyville's Family Fun Farm Camp and experience life on a real working farm!

(Grandpa Max appears to have an idea)

Ben Tennyson: I do not like that look in his eye.

Joan Maplewood: Y'all ready for a little fresh air? Want a chance to commune with the animals? You know someone who needs to learn the value of some good, old-fashined hard work? Then sign your whole clan up for a week at Dairyville's Family Fun Farm Camp and experience life on a real working farm.

Ben Tennyson: Something about those guys is weird. They're too...perfect.

Ben Tennyson: Ugh. How come doing the right thing sometimes feels so wrong?

XLR8: Ready to take one for the team Cash?

(XLR8 shifts the ball to hit Cash)

Cash Murray: Owww!

Umpire: First base.

Cash Murray: I'll get you!" (Referring to the pitcher as he walks to first base)

XLR8: (Manical laughter) No pain, no gain jerk face!

Gwen Tennyson: When you cross-reference the Squire's roster with the Baseball Hall-of-Fame database, the Squires have the same names as a bunch of old-time players. And there's no proof these kids even exist - no report cards, medical records, nothing.

Grandpa Max: Now, why would a coach be checking on the secret service instead of his own team before a game?

Ben Tennyson: (watching his classmates get turned into robots) This would be so cool if it weren't so freaky.

(when Fourarms smashes through the wall and lands on the fake President)

Fourarms: Please tell me that that was the fake President.

J.T.: Is it just me or was that thing smiling when it smashed our robots together?

J.T.: Whoa! These guys take their baseball way too seriously.

Fourarms: Welcome to the seventh inning stretch.

(the robot commander self-destructs and falls apart)

Gwen Tennyson: You're OUT! Come on. Even I couldn't resist.

Cash Murray: Oh, I know some things about courage. (XLR8 speeds up to Cash and J.T. and hangs them up on the Little League Museum board in a flash) Not again.

XLR8: That doesn't mean I'm not a sore loser.

Enoch: Our entire operation is ruined! (steps on a robot part) By the crest of the Forever Knights, the Tennysons shall pay for this with their very lives!

Ben Tennyson: No, the point is: what's more important - getting a new digi downloader some sea alien trashed that I kicked butt on or staying here just because YOU say so?

Ben & Max: (both to Gwen) Gwen, explain it to him. (back at each other) You just don't get it!

Grandpa Max: Right on! Isn't this just the grooviest?

Ben Tennyson: Grooviest? Oh, and I thought Grandpa's shirt was out of date.

Vance Vetteroy: I created you. Now it's time to destroy you.

SAM: Wait. By readjusting my circuitry, you've allowed me to molecularly alter the weather. I'm not just some gimmick anymore. Now I am everything you always wanted me to be.

Vance Vetteroy: It's too late.

SAM: It's all about image, and without me you'll just be another pretty face. Now, do you still want to make it rain?

Grandpa Max: Hey, hey! The Shag Carpeting autograph booth! So, who wants to come to the booth with me?

Ben Tennyson: I'd rather brush Vilgax's teeth with my tongue than wait in line to get those fossil's autographs.

Gwen Tennyson: Hey, could you be any ruder?

Ben Tennyson: Hey, if Grandpa doesn't care what I wanna do, why should I care about his dumb band?

SAM: Everyone in Chicago will remember you forever, Vance...but for all the wrong reasons.

SAM: If you thought the great Chicago fire was bad, you haven't seen anything yet, Vance.

Stage Performer 1: Aye, where is Nate, we're on in five!

Stage Performer 2: Probably just tweaking his costume. He always has to go all out.

(Ben sneaks around behind some amplifiers)

Ben: Who needs Grandpa when I can XLR8 there and back without them noticing?

(Ben changes into XLR8)

Stage Performer 1: (notices XLR8) I love the new look Nate. Now get up here and jam!

(SP 1 grabs XLR8 by the wrist and drags him onto the stage)

XLR8: Ah!

(SP sits XLR8 down at a drum set. Without a clue what to do, XLR8 picks up the drumsticks and starts drumming while the band plays. Unfortunately, he's not too good, and ends up knocking over the cymbals just as SAM arrives as a giant cloud.)

(XLR8 lands on the RV's windshield)

Gwen Tennyson: Now that's one ugly bug on our windshield.

SAM: Today's forecast calls for destruction.

Ben Tennyson: So, this means we can go to the Sumo Slammer Convention now?

Grandpa Max: Sorry. One has nothing to do with the other.

Ben Tennyson: But I went XLR8 to save the day!

Grandpa Max: As a matter of fact, I was wondering about that. You just happened to be him when that cloud monster appeared?

Ben Tennyson: Uh, yeah. Why?

Grandpa Max: Well, just that XLR8 could have zipped off to that convention without Gwen or me ever realizing you were gone.

Gwen Tennyson: (overacted) Oh, whatever you do, don't toss us out into space!

Zs'Skayr: Excellent idea! Remove the suits!

Ben Tennyson: Nice going, big mouth. Why don't you just hand him over my watch while you're at it?

Zs'Skayr: You've learned some new tricks since we last met, child.

Ben Tennyson: She's not the only one. (transforms into Benviktor)

Benviktor: Electromagnetic body? Sweet.

Benviktor: Two freaks down, one to-- [notices Zs'Skayr is gone] Where'd he go?

Zs'Skayr: It'll be a pleasure to watch you explode in the vacuum of space.

Ben Tennyson: (after defeating Zs'Skayr for the last time) And we've seen the last of Ghostfreak. (sees the Ghostfreak icon on the Omnitrix) Ghostfreak!? Aw, man.. Uh, guys? [looking around to see that they're somewhere with pyramids] Where are we?

Ditto: Another alien? Ok, so let's see what you can do. [Runs towards the seagull but gets kicked back] So I guess you're not strong. [crawls away but is grabbed by the foot] Or fast. [to the seagull] Hey, let... go... of- [Ditto accidentally creates a clone] US? Cool!

Ditto: (to the giant bird) What's the matter, birdie? Afraid I'm going to pluck out a few more feathers?

Ditto: Hey Hey! Come on! Ow!

Ditto-Clone: Wait Wait Wait. Not so fast bird-brain!

Gwen Tennyson: The only thing more obnoxious than one Ben Tennyson alien is two of them.

Future Fourarms: (about Vulkanus) I do not have time for this. I'm not going to miss another one of his birthdays, so I'd appreciate it if you just chill out in the Null-Void. (changes back into human form and sends Vulkanus to the Null Void)

Ken Tennyson: (Ben turns into Benmummy, who has a straight face and helps Ken get out of an air vent) Don't look at me like that!

Gwendolyn: [About Ben's carefulness over his son, Ken, joining him in the alien-fighting business] You're looking at this the wrong way. You think this is about the hero stuff.

Ben 10,000: Isn't it?

Future Gwendolyn Tennyson: Every parent has trouble when their kids grow up, but you're living proof that kids have to make their own mistakes. Give Kenny a chance. Learn how to trust.

Future Fourarms: (finding Kenny and Max tied up) Not much of a trap. Or was I supposed to think my family tied themselves up?

Future Kevin Levin: Oh, Ben. You always were too smart for me. Or was that the other way around?

Future Kevin Levin: I guess I should thank you. With all that time in the Null Void, I was able to absorb a few tricks from all the aliens you locked in there with me. (transforms into his mutant form) Ben 10,000, meet Kevin 11,000!

Devlin Levin: [Steps in between when Kevin is fighting Ben] Dad, stop! You proved you were the best. You can go now.

Kevin 11,000: [Picks up Devlin and brings him close to his face] You think I have something to prove. [Throws Devlin away] I already know I am the best. I'm only doing this because I like it.

(Continues fighting with Ben as Devlin tearfully walks away)

Future Kevin Levin: (laughs manically, but is suddenly crushed by a tremendous fist; camera zooms out to reveal Way Big)

Future Way Big: How dare you! (with no mercy, he starts rapidly slamming his fists on Kevin)

Devlin Levin: You gonna put me in the Null Void, aren't you?

(Ken gasps and runs in front of Devlin)

Ben 10,000: We could...

Future Grandpa Max: Or... you could stay here with us and be part of our family.

Cooper Daniels: (about the Hypnotized Guards) Why'd they shoot at us? We're the good guys!

Gwen Tennyson: Yeah, we get that a lot.

XLR8: Okay, let me get this straight. The circus freaks break into the biggest bank in the world, but forget to steal any of the gold?

Ben Tennyson: Whoa, what is this place?

Grandpa Max: A blast from the past. It's an old Plumbers base.

Ben Tennyson: Like the one at Mount Rushmore?

Grandpa Max: Not exactly. At the height of the Plumbers, some of these satellite complexes were established around the country in hidden locations, like this one. Once we brought down Vilgax the first time, these annexes weren't needed anymore, so we eventually shut 'em all down.

Forever King Driscoll: I find your lack of faith disturbing, Mr. Breath. Or may I call you Acid?

Grandpa Max: Let's put the spurs to her and see if she's got some extra giddy-up.

Grandpa Max: Ben, I hate to bother you but we could really use a brake here!

Diamondhead: (after stopping the RustBucket) See? No problem.

Gwen Tennyson: (observing the damage) Tell that to the road crews!

Gwen Tennyson: That's Clancy!

Diamondhead: The bug guy? I thought he was gone for good!

Gwen Tennyson: Charmcaster? Is there anybody who doesn't hate us involved in this thing?

Rojo: Sorry. This elevator is no longer in service. Going down?

Rojo: You're still alive? You're making me look bad.

Forever King: Welcome. I wish I could promise you a swift demise but, alas, I believe my new partners have other ideas. Behold-the Negative 10!

Gwen Tennyson: I hear most normal kids spend their normal summer vacation at the beach, or the mall. Oh, wait, WE were supposed to go to the mall today! [camera zooms out, revealing that she and Max are hanging upside down]

Grandpa Max: Sorry, honey, but we got side-tracked.

Gwen Tennyson: I wish I was at the mall right now.

Gwen Tennyson:[after Eye guy,XLR8 or Heatblast crash the door] Whooaa that is real though enough.

Tetrax Shard: If we don't clear those tethers by the time we hit Zenon's gravitational pull, both ships will be destroyed in re-entry.

Myaxx: Well, when you put it THAT way.

Gwen Tennyson: Come on! I know you can fly this thing.

Ben Tennyson: You're just trying to mess with me.

Ben Tennyson: Yeah! I work best under pressure.

Vilgax: You are going to regret sending me to the Null Void for what little remains of your miserable life!

Gwen Tennyson: (looking at the controls on Tetrax's ship) Come on, you can fly this thing. It's just like riding a bike - a huge, super high-tech alien bike.

Ben Tennyson: (seeing Gwen endangered) Going hero.

Myaxx: Ben, no! The self-destruct will accelerate!

Ben Tennyson: I! DON'T! CARE!

Tetrax Shard: I know what you're goin' through. I was young. I didn't care about anybody but myself, so it made sense that I wound up a mercenary, a soldier for hire. I was loyal to whoever paid me the most, no matter how evil they were. It was only a matter of time before I would work for the worst of the worst - Vilgax. I stole the last piece of the puzzle Vilgax needed to invade my home world. When my people didn't bow at his feet, he destroyed the entire planet to make an example out of it. Vilgax did the dirty work, but he couldn't have done it without my help.

Ben Tennyson: Look, I don't know why you don't want to help us, but my cousin sacrificed her life to stop this thing.

Azmuth: That is none of my concern.

Ben Tennyson: It is now!

Cannonbolt: [About to break down Azmuth's door] I've come too far! I've lost too much to be stopped now!

Myaxx: (to Tetrax about Ben) Remind me not to get THAT kid mad.

Azmuth: You've only sped up the countdown. Because of YOU the universe has even less time!

Cannonbolt: If the universe is goin' down anyway, I'm gonna have the pleasure of kicking YOUR butt FIRST.

[Cannonbolt attacks Azmuth. The suit then opens up, revealing himself to be a Galvan]

Azmuth: Look at what you did! Do you how long it took to break in a biosuit like that?

Cannonbolt: He's really a Grey Matter?

Myaxx: Who knew.

Azmuth: Yeah I'm a Galvan. So what? Does that give you the right to destroy my property and invade my privacy?

Azmuth: I say let the Omnitrix self-destruct and take the universe with it. Probably the best thing that could happen. Start fresh. I didn't create a weapon, all of YOU did. I created the ultimate device for understanding all the beings of the universe. You and Vilgax are no different.

Myaxx: I am a selfish and self-centered being, but it takes one to know one.

Vilgax: At last we meet. What an honor - for you.

Vilgax: (to Azmuth) You will make me a more powerful device!

Gwen Tennyson: (after saving Ben) What would you do without me?

Ben Tennyson: (to himself) Sure am glad I don't have to find out.

Gwen Tennyson: What's that?

Ben Tennyson: I said Vilgax is smearing us and I can't do anything about it. I'm just a plain kid without the Omnitrix.

Gwen Tennyson: Don't you get it? You don't NEED that thing. What about all the times you saved Grandpa, or me, or lots of other people when you weren't an alien? You ARE a hero, even if you can't "go hero."

Ben Tennyson: Normal? Who wants to be normal?! If you're not a hero, you're a zero!

Myaxx: (as Ben removes the device that keeps the Omnitrix from overloading) What have you done?

Ben Tennyson: I ask myself that question all the time.

Azmuth: I'm still not sure the universe is worth saving - but while I think about it... (deactivates the Omnitrix's self-destruct)

Way Big: [After Ben tranforms to WAY BIG] Whoa! Check me out! I'm not just big! I'm WAY BIG

Way Big: Pretty big talk for such a small guy. [Vilgax claws his hand] YOW! That's it! You are SO outta here! [hurls Vilgax into space]

Vilgax: AAAAAAAAAAAAAAAAAAAAAAAAAAAAARRRRRRRRRRRGGGGGGGHHHHH!

Azmuth: I created the Omnitrix to help all the beings of the universe grow closer together. If an Earthling can make that happen, I see no reason why you shouldn't have it. Besides, that thing is nothing but trouble! Always has been! You keep it! Good riddance!

Azmuth: You coming?

Myaxx: Are you going to give me some respect from now on?

Azmuth: Meh. I wouldn't count on it.

Myaxx: Guess it is better than that prison planet.

Ben: Wait! Aren't you gonna tell me how to work the Omnitrix?

Azmuth: Don't you want to find out on your own, like a true hero would?

Heatblast: (Eon is going on a rampage in the town) Dude, what's with all the noise? People are trying to sleep here, guy. Can you wait for tomorrow to go on a rampage? Okay, this is the part where you tell me your name, what your evening intentions are, yada yada yada. Okay, I'll start,I'm Heatblast! (throws fireball at him)

Ben Tennyson: Boo!

Gwen Tennyson: Ahh!

Ben Tennyson: Hah, you totally just screamed like a girl.

Gwen Tennyson: Because I am a girl. (pushes Ben)

Ben Tennyson: Ahh!

Gwen Tennyson: Hah, you totally just screamed like a boy.

Gwen Tennyson: This isn't a mission, cuz. I don't have to look out for you at school.